Common use of Indemnified Party's Rights Clause in Contracts

Indemnified Party's Rights. Notwithstanding anything contained in this Article IV to the contrary, (i) if there is a reasonable probability that a Claim will materially and adversely affect any Indemnified Party other than as a result of money damages or other money payments, such Indemnified Party shall have the right to defend, compromise or settle such Claim to the extent such Claim relates to the Indemnified Party (subject, in the case of defense, to the approval of counsel selected by it by the Indemnifying Party, and, in the case of compromises and settlements, to the consent of the Indemnifying Party, which approval or consent shall not, in any case, be unreasonably withheld, delayed or conditioned), and (ii) no consent order shall be entered into or Claim settled with respect to an Indemnified Party unless the Indemnified Party has given its prior written consent thereto; provided, however, that the Indemnified Party shall consent to any settlement, compromise or discharge of such Claim that the Indemnifying Party may recommend that by its terms unconditionally and fully releases the Indemnified Party from all Claims, Liabilities and Losses with respect to the matters giving rise to such Claim and which does not impose any form of injunctive relief on such Indemnified Party.

Indemnified Party's Rights. Notwithstanding anything contained Anything in this Article IV thisSection 8 to the contrarycontrary notwithstanding, (i) if there is a reasonable probability that a Claim will may materially and adversely affect any the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to participate at its own cost and expense in the defense, compromise and settlement of such Claim; (ii) if the Indemnifying Party fails to assume the defense of a Claim, the Indemnified Party shall have the right to defend, compromise or and settle such Claim; (iii) if the nature of the Claim to the extent is such Claim relates to that the Indemnified Party (subject, in reasonably believes that there exists a conflict of interests between the case of defense, to the approval of counsel selected by it by Indemnified Party’s interests and the Indemnifying Party’s interests, andthe Indemnified Party shall be entitled to assume the defense, in the case of compromises compromise and settlements, to the consent settlement of the Claim and retain independent legal counsel of its own choosing, the fees, costs and expenses of which shall be borne by the Indemnified Party; and (iv) the Indemnifying Party, which approval or consent Party shall not, in any case, without the written consent of the Indemnified Party, which approval shall not be unreasonably withheldconditioned, delayed or conditioned)withheld, and (ii) no settle or compromise any Claim or consent order shall be entered into to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or Claim settled with respect the plaintiff to an Indemnified Party unless the Indemnified Party has given its prior written consent thereto; provided, however, that the Indemnified Party shall consent to any settlement, compromise or discharge of a release from all Liability in respect of such Claim that the Indemnifying Party may recommend that by its terms unconditionally and fully releases the Indemnified Party from all Claims, Liabilities and Losses with respect to the matters giving rise to such Claim and which does not impose any form of injunctive relief on such Indemnified PartyClaim.