Common use of Settlement Limitations Clause in Contracts

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: , (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 X with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1x) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2y) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4z) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party ClaimClaim and includes no admission of wrongdoing.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: , (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party ClaimClaim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed), provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 X with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayedClaim; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the judgment or settlement (1) involves only the payment of money damages (all by or on behalf of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof(and not by any Indemnified Party), (2) will not encumber any of the assets of the Indemnified Party Purchased Securities and will not contain any restriction or condition that would apply or would reasonably be expected to or adversely affect the Indemnified Party or the conduct of its businessthe Business, and (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and an irrevocable release of the all Indemnified Party Parties from all liability in respect of such Third Party ClaimClaim and includes no admission of wrongdoing.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: , (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 VII with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1x) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2y) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4z) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party ClaimClaim and includes no admission of wrongdoing.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A1) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 9 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B2) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1x) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2y) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4z) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party ClaimClaim and includes no admission of wrong doing.

Settlement Limitations. Except with regard Notwithstanding anything in this Section 10.3 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim not, without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld), settle or compromise any third party Indemnifiable Claim or permit a default or consent to entry of any judgment therein. Notwithstanding the foregoing, if the judgment or a settlement (1) involves only the payment of offer solely for money damages (all of and which will be paid in full by otherwise (i) has no material adverse impact on the Indemnifying Party concurrently with the effectiveness thereof)Indemnified Party, (2ii) will does not encumber limit, restrict or otherwise affect Indemnified Party's ability to conduct the Business, (iii) does not require any admission of wrongdoing on the assets part of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3iv) does not include require payment of any amount by Indemnified Party) is made by the applicable third party claimant, which settlement includes an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable unqualified release of the Indemnified Party from all liability in respect of such Third claim, and the Indemnifying Party Claimnotifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party fails to accept such offer in writing within a reasonable period, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party failed to accept, or (ii) the aggregate Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any claims of the Indemnified Party against third parties (other than the Indemnified Party's insurers) with respect to such claim.

Settlement Limitations. Except with regard Notwithstanding anything in this Article 9 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement threatened or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent pending Action on behalf of the Indemnified Party if or permit a default or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes, as an unconditional term thereof, the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full giving by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of claimant to the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Action. Except in the circumstances described in the preceding sentence, if a settlement offer is made by the applicable third-party claimant, the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to unconditionally accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Action, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to any Indemnifiable Claim arising therefrom that the Indemnifying Party has an obligation to pay hereunder shall be limited to the amount of the settlement offer that the Indemnified Party declined to accept plus the fees and expenses, including legal, accounting and other professional fees and expenses, of the Indemnified Party relating to such Indemnifiable Claim incurred through the date of its rejection of the settlement offer and to which the Indemnified Party would otherwise be entitled hereunder. If a settlement offer solely for money damages is made by the applicable third-party claimant, the Indemnified Party notifies the Indemnifying Party in writing of its willingness to unconditionally accept the settlement offer, the Indemnifying Party has not reserved its rights to assert that any Loss of the Indemnified Party resulting from such Action is not an Indemnifiable Claim., and the Indemnifying Party declines to accept and pay the amount called for by such offer, the Indemnifying Party may continue to contest such Action at its own expense. The provisions of this Article 9 are subject to

Settlement Limitations. Except with regard Notwithstanding anything in this Section 9.3 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third neither the Indemnifying Party Claim may be settled or compromised (i) by nor the Indemnified Party shall, without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to payother party, settle or compromise any Third Party ClaimIndemnifiable Claim or permit a default or consent to entry of any judgment, provided that in unless such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, includes a complete and irrevocable release of the Indemnified Party from all with respect to liability related to such Indemnifiable Claim Notwithstanding the preceding sentence, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnified Party, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnified Party declined to accept plus the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (B) the aggregate Indemnifiable Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such Third payment, to all rights and remedies of the Indemnified Party Claimto any insurance benefits or other claims of the Indemnified Party with respect to such claim; provided that the Indemnifying Party shall not be STOCK PURCHASE AGREEMENT 55 61 entitled to make any claim under the Indemnified Party's insurance policies and the Indemnified Party shall not be entitled to make any claim under the Indemnifying Party's insurance policies.

Settlement Limitations. Except with regard Notwithstanding anything in this Section 9.3 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third neither the Indemnifying Party Claim may be settled or compromised (i) by nor the Indemnified Party shall, without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to payother party, settle or compromise any Third Party ClaimIndemnifiable Claim or permit a default or consent to entry of any judgment, provided that in unless (i) such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, includes a complete and irrevocable release of the Indemnified Party from all with respect to liability related to such Indemnifiable Claim, (ii) such settlement contains a customary confidentiality provision, and (iii) if Buyer or any of its Affiliates is an Indemnified Party, will not create a reasonable likelihood of the institution of similar claims against any Indemnified Party based upon the subject matter of the Indemnifiable Claim. Notwithstanding the preceding sentence, if (x) a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnified Party, or (y) the Indemnified Party has not consented to the settlement or compromise in reliance upon the provisions of clause (iii) of the preceding sentence, the Indemnified Party may continue to contest such claim, free of any participation or cost by the ASSET PURCHASE AGREEMENT 58 EXECUTION VERSION Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnified Party declined to accept plus, without duplication, the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (B) the aggregate Indemnifiable Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such Third payment, to all rights and remedies of the Indemnified Party Claimto any insurance benefits or other claims of the Indemnified Party with respect to such claim; provided that the Indemnifying Party shall not be entitled to make any claim under the Indemnified Party's insurance policies and the Indemnified Party shall not be entitled to make any claim under the Indemnifying Party's insurance policies.

Settlement Limitations. Except with regard Notwithstanding anything in this Article VIII to Pre-Closing Period Actions and as set forth belowthe contrary, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement threatened or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent pending Action on behalf of the Indemnified Party if or permit a default or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes as an unconditional term thereof the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full giving by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of claimant to the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its businessa full, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable general release of the Indemnified Party from all liability in respect of such Third Action. If a claim is solely for monetary damages and a settlement offer is made by the applicable third party claimant and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to unconditionally accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Action, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to any Indemnifiable Claim arising therefrom that the Indemnifying Party has an obligation to pay hereunder shall be limited to the amount of the settlement offer that the Indemnified Party declined to accept plus the fees and expenses, including legal, accounting and other professional fees and expenses, of the Indemnified Party relating to such Indemnifiable Claim incurred through the date of its rejection of the settlement offer and to which the Indemnified Party would otherwise be entitled hereunder. If a settlement offer solely for money damages is made by the applicable third party claimant and the Indemnified Party notifies the Indemnifying Party in writing of its willingness to unconditionally accept the settlement offer and the Indemnifying Party has not reserved its rights to assert that any Loss of the Indemnified Party resulting from such Action is not an Indemnifiable Claim, and the Indemnifying Party declines to accept and pay the amount called for by such offer, the Indemnifying Party may continue to contest such Action, at its own expense. The provisions of this Article VIII are subject to the rights of any Indemnified Party's insurer that may be defending any such claim; provided however, such rights may not diminish the rights of an Indemnified Party hereunder. If the Indemnifying Party makes any payment hereunder, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such claim. Nothing in this Article VIII shall be deemed to obligate any person to maintain any insurance or to pursue any claim against any insurer or third party.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will does not encumber any of the assets of the Indemnified Party and will does not contain any restriction or condition that would apply reasonably be expected to or adversely affect have an adverse effect on the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing on the part of the Indemnified Party or its Affiliates and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim.

Settlement Limitations. Except with regard Notwithstanding anything in this ---------------------- Section 10.3 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim not, without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld), settle or compromise any third party Indemnifiable Claim or permit a default or consent to entry of any judgment therein. Notwithstanding the foregoing, if the judgment or a settlement (1) involves only the payment of offer solely for money damages (all of and which will be paid in full by otherwise (i) has no material adverse impact on the Indemnifying Party concurrently with the effectiveness thereof)Indemnified Party, (2ii) will does not encumber limit, restrict or otherwise affect Indemnified Party's ability to conduct the Business, (iii) does not require any admission of wrongdoing on the assets part of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3iv) does not include require payment of any amount by Indemnified Party) is made by the applicable third party claimant, which settlement includes an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable unqualified release of the Indemnified Party from all liability in respect of such Third claim, and the Indemnifying Party Claimnotifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party fails to accept such offer in writing within a reasonable period, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party failed to accept, or (ii) the aggregate Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any claims of the Indemnified Party against third parties (other than the Indemnified Party's insurers) with respect to such claim.

Settlement Limitations. Except with regard Notwithstanding anything in this Article 9 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement threatened or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent pending Action on behalf of the Indemnified Party if or permit a default or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes, as an unconditional term thereof, the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full giving by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of claimant to the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Action. Except in the circumstances described in the preceding sentence, if a settlement offer is made by the applicable third-party claimant, the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to unconditionally accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Action, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to any Indemnifiable Claim arising therefrom that the Indemnifying Party has an obligation to pay hereunder shall be limited to the amount of the settlement offer that the Indemnified Party declined to accept plus the fees and expenses, including legal, accounting and other professional fees and expenses, of the Indemnified Party relating to such Indemnifiable Claim incurred through the date of its rejection of the settlement offer and to which the Indemnified Party would otherwise be entitled hereunder. If a settlement offer solely for money damages is made by the applicable third-party claimant, the Indemnified Party notifies the Indemnifying Party in writing of its willingness to unconditionally accept the settlement offer, the Indemnifying Party has not reserved its rights to assert that any Loss of the Indemnified Party resulting from such Action is not an Indemnifiable Claim, and the Indemnifying Party declines to accept and pay the amount called for by such offer, the Indemnifying Party may continue to contest such Action at its own expense. The provisions of this Article 9 are subject to the rights of any Indemnified Party's insurer that may be defending any such claim. If the Indemnifying Party makes any payment hereunder, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Claim. Nothing in this Article 9 shall be deemed to obligate any person to maintain any insurance or to pursue any claim against any insurer or third party.

Settlement Limitations. Except with regard Notwithstanding anything in this Section 10.3 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim not, without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld), settle or compromise any third party Indemnifiable Claim or permit a default or consent to entry of any judgment therein. Notwithstanding the foregoing, if the judgment or a settlement (1) involves only the payment of offer solely for money damages (all of and which will be paid in full by otherwise (i) has no material adverse impact on the Indemnifying Party concurrently with the effectiveness thereof)Indemnified Party, (2ii) will does not encumber limit, restrict or otherwise affect Indemnified Party's ability to conduct the Business, (iii) does not require any admission of wrongdoing on the assets part of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3iv) does not include require payment of any amount by Indemnified Party) is made by the applicable third party claimant, which settlement includes an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable unqualified release of the Indemnified Party from all liability in respect of such Third claim, and the Indemnifying Party Claimnotifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party fails to accept such offer in writing within a reasonable period, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party failed to accept, or (ii) the aggregate Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any claims of the Indemnified Party against third parties (other than the Indemnified Party's insurers) with respect to such claim.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised compromised: (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (A) the Indemnified Party shall will have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall will waive all rights against the Indemnifying Party to indemnification under this Article 8 10 with respect to such Third Party Claim unless the Indemnified Party shall will have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall will have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall will have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, and (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party ClaimClaim and includes no admission of wrong doing.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall Party (not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: , (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 11 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1x) involves only the payment of money damages (all of which that will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2y) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4z) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claimclaim.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall will have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall will waive all rights against the Indemnifying Party to indemnification under this Article 8 9 with respect to such Third Party Claim unless the Indemnified Party shall will have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall will have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall will have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will does not encumber any of the assets of the Indemnified Party and will does not contain any restriction or condition that would apply reasonably be expected to or adversely affect have a future adverse effect on the Indemnified Party or the conduct of its business, (3) does not include an any admission of wrong doing doing, and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall Party (not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: , (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 10 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1x) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2y) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4z) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party ClaimClaim and includes no admission of wrong doing.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 ARTICLE X with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereofParty), (2) will does not encumber any of the assets of the Indemnified Party and will does not contain any restriction or condition that would apply reasonably be expected to or adversely affect have a future adverse effect on the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing doing, and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim.

Settlement Limitations. Except with regard Notwithstanding anything in this Section 9.3 to Pre-Closing Period Actions and as set forth belowthe contrary, no Third neither the Indemnifying Party Claim may be settled or compromised (i) by nor the Indemnified Party shall, without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to payother party, settle or compromise any Third Party ClaimIndemnifiable Claim or permit a default or consent to entry of any judgment, provided that in unless (i) such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, includes a complete and irrevocable release of the Indemnified Party from all with respect to liability related to such Indemnifiable Claim, (ii) such settlement contains a customary confidentiality provision, and (iii) if an Acquired Entity is an Indemnified Party, will not create a reasonable likelihood of the institution of similar claims against any Indemnified Party based upon the subject matter of the Indemnifiable Claim. Notwithstanding the preceding sentence, if (x) a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnified Party or (y) the Indemnified Party has not consented to the settlement or compromise in reliance upon the provisions of clause (iii) of the preceding sentence, the Indemnified Party may continue to contest such claim, free of any participation or cost by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnified Party declined to accept plus, without duplication, the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (B) the aggregate Indemnifiable Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such Third payment, to all rights and remedies of the Indemnified Party Claimto any insurance benefits or other claims of the Indemnified Party with respect to such claim; provided that the Indemnifying Party shall not be entitled to make any claim under the Indemnified Party's insurance policies and the Indemnified Party shall not be entitled to make any claim under the Indemnifying Party's insurance policies.

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised compromised: (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (A1) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 10 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions conditioned or delayed; and (B2) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1x) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2y) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4z) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party ClaimClaim and includes no admission of wrong doing.