Common use of Indemnitor May Settle Clause in Contracts

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses which is or may be brought in connection with all matters for which indemnification is provided hereunder. In such event, the Indemnitee of the Claim or Losses in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Losses; provided, however, that (i) the Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee with respect to the Claim or Losses in question. The Indemnitor shall have the right to settle or compromise any Claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses which is subject to any such Claim while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the this Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability, which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such action. With respect to any such action, which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense).

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to defendcontrol, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses Liability which is or may be brought in connection with all matters for which indemnification is provided hereunder, including without limitation the right to settle or defend. In such event, event the Indemnitee of the Claim or Losses Liability in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or LossesLiability; provided, however, that (i) the Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent, except as permitted pursuant to Section 10.2; and (iii) access shall only be given to the books and records that are relevant to the Claim or Losses Liability at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor Indemnitee of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Liability in question. The Indemnitor shall have the right to settle or compromise any Claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement, which shall not be unreasonably withheld or delayed. No Indemnitee shall pay or voluntarily permit the determination of any Losses Liability which is subject to any such Claim while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. [*] designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Confidential treatment has been required with respect to this omitted information.

Indemnitor May Settle. The Indemnitor shall shall, at its expense, have the right to defend, through counsel reasonably satisfactory to the Indemnitee, settle and defend any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses in question and any successor thereto Indemnified Party shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, full and free access to its books and records and otherwise fully cooperate with the Indemnitor as reasonably requested by the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the Indemnitee Indemnified Party shall have the right to fully to participate in such defense defence at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense defence by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnified Party with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee Indemnified Party without the consent of the Indemnitee Indemnified Party provided that the terms thereofof any settlement or compromise: (a) does not materially impair the Indemnified Party’s rights hereunder (including each Party’s rights in the Micrologix Technology); (b) would not require the Indemnified Party to be subject to an injunction or to make a monetary payment or would restrict the claims in or admit any invalidity or unenforceability of the Micrologix Patent Rights; (c) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor onlyIndemnified Party; and (cd) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee Indemnified Party of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into may not settle any proposed settlementsuch action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. No Indemnitee Indemnified Party shall pay or voluntarily permit the determination of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnitor fails to give Indemnified Party notice of its intention to defend any such action as provided herein, the Indemnified Party involved shall have the right to assume the defence thereof with counsel of its choice and defend, settle or otherwise dispose of such action. If Strata is the Indemnified Party in such case, Strata shall recover its Costs by deducting its Costs from any royalty payments or any other amounts payable to Micrologix hereunder in accordance with Section 4.7(c).

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to defend, through counsel reasonably satisfactory to the Indemnitee, settle and defend any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the this Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such action. With respect to any such action which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense).

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the this Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability, which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed.. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such action. With respect to any such action, which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense). ****Indicates that a portion of the text has been omitted and filed separately with the Commission

Indemnitor May Settle. The Indemnitor shall shall, at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books Books and records Records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the Indemnitee shall have the right to fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect -------- ** Confidential Treatment Requested 41 to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such action. With respect to any such action that the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including reasonable counsel fees and other reasonable expenses of defense). If Fujisawa is the Indemnitee in such case, Fujisawa shall be entitled to deduct its reasonable expenses of defending, settling or otherwise disposing of any such action from any monies due to Atrix hereunder.

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the this Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed.. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such action. With respect to any such action which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense). **** Indicates that a portion of the text has been omitted Confidential 35 36

Indemnitor May Settle. The Indemnitor shall shall, at its expense, have the right to defend, through counsel reasonably satisfactory to the Indemnitee, settle and defend any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses in question and any successor thereto Indemnified Party shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, full and free access to its books and records and otherwise fully cooperate with the Indemnitor as reasonably requested by the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the Indemnitee Indemnified Party shall have the right to fully to participate in such defense defence at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense defence by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnified Party with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee Indemnified Party without the consent of the Indemnitee Indemnified Party provided that the terms thereofof any settlement or compromise: (a) does not materially impair the Indemnified Party's rights hereunder (including each Party's rights in the Micrologix Technology); (b) would not require the Indemnified Party to be subject to an injunction or to make a monetary payment or would restrict the claims in or admit any invalidity or unenforceability of the Micrologix Patent Rights; (c) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor onlyIndemnified Party; and (cd) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee Indemnified Party of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into may not settle any proposed settlementsuch action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. No Indemnitee Indemnified Party shall pay or voluntarily permit the determination of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnitor fails to give Indemnified Party notice of its intention to defend any such action as provided herein, the Indemnified Party involved shall have the right to assume the defence thereof with counsel of its choice and defend, settle or otherwise dispose of such action. If Strata is the Indemnified Party in such case, Strata shall recover its Costs by deducting its Costs from any royalty payments or any other amounts payable to Micrologix hereunder in accordance with Section 4.7(c).

Indemnitor May Settle. The Subject to the terms of this Section 13.4, the Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses Liability which is or may be brought in connection with all matters for which indemnification is provided hereunder. In such event, event the Indemnitee of the Claim or Losses Liability in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or LossesLiability; provided, however, that (i) the Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses Liability at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Liability in question. The Indemnitor shall have the right to settle or compromise any Claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement, such agreement not be unreasonably withheld. No Indemnitee shall pay or voluntarily permit the determination of any Losses Liability which is subject to any such Claim while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to defendcontrol, through counsel reasonably satisfactory to the IndemniteeIndemnitee (such satisfaction of Indemnitee shall not be unreasonably denied, withheld, conditioned or delayed), any Claim or Losses Liability which is or may be brought in connection with all matters for which indemnification is provided hereunder, including without limitation the right to settle or defend. In such event, event the Indemnitee of the Claim or Losses Liability in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, full and free access to its books Books and records Records and otherwise fully cooperate with the Indemnitor in connection with such Claim or LossesLiability; provided, however, that (i) the Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent, except as permitted pursuant to Section 10.2; and (iii) access shall only be given to the books Books and records Records that are relevant to the Claim or Losses Liability at issue. The Any defense arguments and proceedings by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor Indemnitee of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Liability in question. The Indemnitor shall have the right to settle or compromise any Claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of Claims and/or Liabilities against the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement, which shall not be unreasonably denied, withheld, conditioned or delayed. No Indemnitee shall pay or voluntarily permit the determination of any Losses Liability which is subject to any such Claim while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably denied, withheld, conditioned or delayed.

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s 's counsel and independent auditors, to the extent relevant, full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s 's counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s 's consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses action at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed.. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the this Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability, which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such action. With respect to any such action, which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense). **** Indicates that a portion of the text has been omitted and filed separately with the Commission.

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the this Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, the Indemnitee and Indemnitor must agree to enter into any proposed settlement. No Indemnitee shall pay or voluntarily permit the determination of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such action. With respect to any such action which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense).

Indemnitor May Settle. The Indemnitor shall at its expense, have the right to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any Claim or Losses action which is or may be brought in connection with all matters for which indemnification is provided hereunderavailable. In such event, event the Indemnitee of the Claim or Losses Loss in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, Indemnitor full and free access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim or Lossesaction; provided, however, provided that (i) the this Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitor of its right to assert a claim with respect to the responsibility of the Indemnitee Indemnitor with respect to the Claim or Losses Loss in question. The Indemnitor shall have the right to settle or compromise any Claim claim against the Indemnitee without the consent of the Indemnitee provided that the terms thereof: (a) provide for the unconditional release of the Indemnitee; (b) require the payment of compensatory monetary damages by Indemnitor only; and (c) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an admission by the Indemnitee of any issue, fact, allegation or any other aspect of the Claim claim being settled. In all other cases, settled and (d) do not materially adversely affect the Indemnitee and Indemnitor must agree to enter into any proposed settlementIndemnitee. No Indemnitee shall pay or voluntarily permit the determination ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “***”. of any Losses liability which is subject to any such Claim action while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor’s expense, and defend, settle or otherwise dispose of such action. With respect to any such action which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense).