Common use of Limitation on Indemnitee Clause in Contracts

Limitation on Indemnitee. Indemnitee shall not settle any Proceeding in any manner that would impose any penalty or limitation on Corporation without Corporation's written consent. Corporation will not unreasonably withhold consent to a proposed settlement. Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.