Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior advance written consent of the Indemnified PartyParty (which consent the Indemnified Party shall not unreasonably withhold, delay, or condition), except as provided in this Section 8.03(b9.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such the Third-Party Claim and the Indemnifying Party desires to accept and agree to such the offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm the settlement offer within ten days after its receipt of such the notice, the Indemnified Party may continue to contest or defend such the Third-Party Claim Claim, and in such event, the maximum liability of the Indemnifying Party as to such the Third-Party Claim shall will not exceed the amount of such the settlement offer. If the Indemnified Party fails to consent to such firm the settlement offer and also fails to assume defense of such the Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)offer.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b9.04(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding (i) No Indemnitee (or the Managing Party, as applicable) shall admit any other provision of this Agreementliability with respect to, or settle, compromise or discharge, any Third Party Claim or consent to the Indemnifying Party shall not enter into settlement entry of any Third-judgment without each Indemnifying Party's prior written consent; provided, however, that the -------- ------- Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim or consent to the entry of any judgment without the prior written consent of the Indemnified Indemnifying Party or Indemnifying Parties if (A) the Indemnitee releases each Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise materially adversely affect the Indemnifying Party or Indemnifying Parties, or (B) the Indemnifying Party (or the Managing Party, except as provided in this Section 8.03(b). If a firm offer is made applicable) has failed to settle a Third-assume the defense of the Third Party Claim within 90 days after the receipt of notice thereof. (ii) No Indemnifying Party (or Managing Party, as applicable) shall settle, compromise or discharge any Third Party Claim or consent to any judgment without leading to liability each Indemnitee's prior written consent unless (A) an unconditional term of such settlement, compromise or discharge thereof is delivery by the claimant or the creation plaintiff to the Indemnitee of a financial or other obligation on written release of all Liability in respect of such Third Party Claims, (B) the part Indemnifying Party pays the full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations Liability in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, and (C) such settlement, compromise or discharge would not otherwise materially adversely affect the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Indemnitee.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding (i) Any Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any other provision Third Party Claim (including any Tax Contest), but the fees and expenses of this Agreement, such counsel shall not be at the expense of the Indemnifying Party unless (A) the Indemnifying Party shall have failed, or is not enter into settlement entitled, to assume the defense of any Third-such Third Party Claim without in accordance with Section 7.05(a), (B) the prior written consent employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (C) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or are available to the Indemnifying Party but the assertion of which would be adverse to the interests of the Indemnified Party, except . So long as provided in this Section 8.03(b). If a firm offer the Indemnifying Party is made to settle a Third-reasonably contesting any such Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of in good faith, the Indemnified Party and providesshall not pay or settle any such Third Party Claim. Notwithstanding the foregoing, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations shall have the right to pay or settle any such Third Party Claim; provided that in connection with such Third-Party Claim and event it shall waive any right to indemnity therefor by the Indemnifying Party desires to accept and agree to for such offer, Third Party Claim unless the Indemnifying Party shall give written notice have consented to that effect to such payment or settlement. (ii) If the Indemnified Party. If Indemnifying Party does not notify the Indemnified Party fails to consent to such firm offer within ten days thirty (30) Business Days after its the receipt of a Claim Certificate with respect to a Third Party Claim hereunder that it elects to undertake the defense thereof, or if the Indemnified Party assumes the defense of such noticeThird Party Claim pursuant to Section 7.05(a), the Indemnified Party may continue shall have the right to contest contest, settle or defend such Third-compromise the Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim but shall not exceed the amount of such settlement offer. If thereby waive any right to indemnity therefor pursuant to this Agreement; provided, that the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). (iii) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement of a Third Party Claim that is not entirely indemnifiable by the Indemnifying Party pursuant to this Article VII and does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Third Party Claim or consent to entry of any judgment.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b8.04(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of any Third Party Claim pursuant to Section 8.05, (i) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any Third-with respect to such Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made Party (which consent shall be given if the settlement by its terms (1) obligates the Indemnifying Party to settle a Third-Party Claim without leading to liability or pay the creation of a financial or other obligation on the part full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations liability in connection with such Third-Third Party Claim Claim, (2) fully and finally releases the Indemnified Party completely in connection with such Third Party Claim, and (3) does not impose any obligation or restriction on such Indemnified Party or its Affiliates). If the Indemnifying Party desires to accept and agree to such offer, does not assume the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claims or fails to diligently prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer will not be obligated to settle such Third-Party Claim. If indemnify the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to for any settlement entered into or any judgment consented to without the prior the Indemnifying Party’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding any other provision of this Agreement, whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any liability with respect to, or settles, compromises or discharges, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), then such admission, settlement or compromise will not be binding upon or constitute evidence against the Indemnifying Party for purposes of determining whether the Indemnified Party has incurred Losses that are indemnifiable pursuant to this Article VIII or the amount thereof.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten three days after its receipt of such notice, the Indemnified Party may elect to thereafter defend or, as applicable, may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b‎Section 7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a‎Section 7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement or admit liability in respect of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b6.2(e)(ii). If a firm offer is made to settle a Third-Party Claim without leading that (i) will be entirely indemnified by the Indemnifying Party pursuant to liability or the creation of this Section 6.2, (ii) includes a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release by the Person(s) asserting such Third-Party Claim of each Indemnified Party from all liabilities and obligations Liabilities in connection with such Third-Party Claim Claim, and (iii) does not impose any injunctive relief or other material restrictions of any kind or nature on any Indemnified Party or require admission of wrong-doing by any Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten twenty (20) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such firm settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third- Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)offer.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b)8.5. If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person's business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), 8.4(a) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without its prior written consent. In such connection, if the Indemnified Party shall receive from a Third Party or if the Indemnified Party shall propose to make to a Third Party an offer of settlement of any Third-such Third Party Claim without (a "Settlement Offer"), the prior written Indemnified Party shall notify the Indemnifying Party of such Settlement Offer promptly upon receipt thereof from the Third Party and reasonably in advance of responding thereto, or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related supporting documentation reasonably required to enable the Indemnifying Party to assess the relative merits of the Settlement Offer. At the reasonable request of either of the parties, the parties will consult in good faith with respect to any such Settlement Offer. The Indemnifying Party shall then determine in the exercise of its own reasonable business judgment whether or not to consent of to the Settlement Offer. If a Settlement Offer is received, which the Indemnifying Party, but not the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made willing to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such noticeaccept, the Indemnified Party may elect to continue to contest or defend the defense of such Third-Party Claim and claim at its own expense, in such event, which case the maximum liability of the Indemnifying Party shall be limited to the lesser of: (i) Damages calculated as to such Third-if the Third Party Claim shall not exceed were settled in accordance with the amount of such settlement offer. If proposed Settlement Offer, and (ii) the Damages actually suffered by the Indemnified Party fails to consent to such firm offer and also fails to assume defense taking into account the final determination of such Third-the Third Party Claim, . The failure by the Indemnifying Party may settle the Third-Party Claim upon the terms set forth to respond in writing to a written request for consent to a Settlement Offer for a period of more than ten (10) Business Days after receipt of such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of request by the Indemnifying Party (which shall be deemed a consent shall not be unreasonably withheld or delayed)by the Indemnifying Party to such request.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b6.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a)6.05, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b9.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim (at the Indemnified Party’s sole cost and expense) and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this AgreementIf the Indemnitor and the applicable third party wish to settle, or consent to the Indemnifying Party shall not enter into settlement entry of any Third-Party Claim without the prior written consent of the Indemnified Partyjudgment with respect to, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability and the proposed settlement or judgment (i) does not include any monetary damages payable by the creation Indemnified Party and provides for the payment by the Indemnitor of a financial or other obligation money as sole relief for the claimant, (ii) does not include any restriction on the part operations of the Indemnified Party and does not subject the Indemnified Party to any equitable relief, (iii) involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (iv) provides, in customary form, for the unconditional release of each the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offerClaim, the Indemnifying Party Indemnitor shall give written notice to that effect to the Indemnified Party and the Indemnitor may settle, or consent to the entry of a judgment with respect to, such Third-Party Claim without the Indemnified Party’s consent. If the Indemnified Party Indemnitor does not deliver the notice contemplated by Section 9.4(a)(i), or otherwise at any time fails to consent to such firm offer within ten days after its receipt conduct the defense of such noticethe Third-Party Claim actively and diligently, the Indemnified Party may continue to contest or defend such Third-Party Claim defend, and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to may consent to such firm offer and also fails to assume defense the entry of such Third-Party Claimany judgment or enter into any compromise or settlement with respect to, the Indemnifying Party may settle the Third-Party Claim upon in any manner it may deem appropriate (and the terms set forth Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such firm offer notice is given on a timely basis and the Indemnitor conducts the defense of the Third Party Claim actively and diligently but any of the conditions in clauses (ii), (iii), (iv), or (v) of Sections 9.4(a) is or becomes unsatisfied, the Indemnified Party may defend, and may consent to settle such the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim. If ; provided, that the Indemnified Party has assumed the defense pursuant to Section 8.03(a)entry of any such judgment consented to, it shall not agree to or any such compromise or settlement effected, without the Seller’s prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed) shall not be unreasonably withheld binding on Seller and shall have no dispositive effect with respect to whether or delayed)not Seller has any obligation (or the amount of any obligation) hereunder or otherwise with respect thereto.

Settlement of Third Party Claims. Notwithstanding If an Indemnifier elects to assume the -------------------------------- defence of any other provision of this AgreementThird Party Claim as provided in Section 5.4 hereof, the Indemnifying Party Indemnifier shall not enter into settlement of be liable for any Third-legal expenses subsequently incurred by the Indemnified Party in connection with the defence thereof. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim without within 30 calendar days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b)the Indemnifier shall not enter into any compromise or settlement of any Third Party Claim which would lead to liability or create any financial or other material obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for which the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim is not entitled to indemnification hereunder and the Indemnifying Party Indemnifier desires to accept and agree to such offer, the Indemnifying Party Indemnifier shall give written notice to that effect to the Indemnified PartyParty to that effect. If the Indemnified Party fails to consent to such firm offer within ten 30 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as Indemnifier with respect to such Third-Third Party Claim shall not exceed be (a) the amount of such the offer of settlement offer. If which the Indemnified Party fails refused to consent to such firm offer accept plus the costs and also fails to assume defense expenses of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed prior to the defense pursuant to Section 8.03(a), it shall not agree to any settlement without date the written consent Indemnifier notifies the Indemnified Party of the Indemnifying offer of settlement and (b) the actual out-of-pocket amount the Indemnified Party (which consent is obligated to pay as a result of continuing to pursue such matter, whichever is the lesser. An Indemnifier shall not be unreasonably withheld entitled to recover from the Indemnified Party any additional expenses incurred by such Indemnifier as a result of the decision of the Indemnified Party to contest or delayed)defend such Third Party Claim.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyPerson (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Person and provides, in customary form, for the unconditional release of each Indemnified Party Person from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified PartyPerson. If the Indemnified Party Person fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party Person may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party Person fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party Person has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding Except as otherwise provided below in this Section 7.04(c), or as otherwise specifically provided in any other provision of this Ancillary Agreement, including without limitation, the Tax Sharing Agreement and the Benefits and Pension Plan Agreement, if the Indemnifying Party shall not enter into settlement has assumed the defense of any Third-Third Party Claim, then (i) in no event will the Indemnified Party admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnified Party shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of Indemnifying Patty if the Indemnified Party releases the Indemnifying Pxxxx from its indemnification obligation hereunder with respect to such Third Party Claim and providessuch settlement, in customary formcompromise or discharge would not otherwise adversely affect the Indemnifying Party, for and (ii) the unconditional release of each Indemnified Party from all liabilities will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and obligations that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If releases the Indemnified Party fails to consent to completely in connection with such firm offer within ten days after its receipt of such noticeThird Party Claim and would not otherwise adversely affect the Indemnified Party provided, however, that the Indemnified Party may continue refuse to contest agree to any such settlement, compromise or defend such Third-discharge if the Indemnified Party Claim and in such event, the maximum liability of agrees that the Indemnifying Party as Party's indemnification obligation with respect to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails that would be required to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If the Indemnifying Party has not assumed the defense of a Third Party Claim then in no event shall the Indemnified Party settle, compromise or discharge such Third Party Claim without providing prior written notice to the Indemnifying Party, which shall have the option within fifteen (which consent shall not be unreasonably withheld or delayed15) business days following the receipt of such notice to: (i) approve and agree to pay the settlement, (ii) approve the amount of the settlement, reserving the right to contest the Indemnified Party's right to indemnity pursuant to this Agreement, (iii) disapprove the settlement and assume in writing all past and future responsibility for such Third Party Claim (including all of Indemnified Patty's prior expenditures in connection therewith)., or

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party The Indemnitor shall not consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyIndemnitee, except as which consent shall not be unreasonably withheld, provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offerhowever, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to Indemnitor may consent to such firm offer within ten days after its receipt entry of such notice, the Indemnified Party may continue to contest any judgment or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to enter into any settlement without the written consent of the Indemnifying Indemnitee so long as the judgment or settlement includes an unconditional and complete release of the Indemnitee (without any Liability whatsoever to any Indemnitee) by the claimant or plaintiff making the Third Party (Claim, which release shall be in a form reasonably satisfactory to the Indemnitee. Alternatively, an Indemnitee shall not consent to entry of any judgment or enter into any settlement without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld withheld, provided however, an Indemnitee may consent to entry of any judgment or delayed)enter into any settlement without the written consent of the Indemnitor so long as the judgment or settlement includes an unconditional and complete release of the Indemnitor (without any Liability whatsoever to the Indemnitor) by the claimant or plaintiff making the Third Party Claim, which release shall be in a form reasonably satisfactory to the Indemnitor. Neither the Indemnitor nor the Indemnitee shall consent to entry of any judgment or enter into any settlement for non-monetary relief without the prior written consent of the other, unless such relief does not bind the non-consenting party and does not have a material adverse effect on the non-consenting party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party Company shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b8.02(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party Company desires to accept and agree to such offer, the Indemnifying Party Company shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails objects to consent such offer, or does not provide a response to such firm offer within ten days after its receipt of such noticenotice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party may shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such Third-Party Claim and in such event, event the maximum liability of the Indemnifying Party Company as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent consents to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party Company may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.02(a), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party Company (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the (i) The Indemnifying Party shall not enter into settlement of may settle any Third-Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed solely involving monetary damages only if the amount of such settlement offer. If the Indemnified Party fails is to consent to such firm offer and also fails to assume defense of such Third-Party Claim, be paid entirely by the Indemnifying Party may settle the Third-pursuant to this Article X. (ii) The Indemnifying Party will not enter into a settlement of a Third Party Claim upon which involves a non-monetary remedy or which will not be paid entirely by the terms set forth in such firm offer to settle such Third-Indemnifying Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a)this Article X or if such settlement does not include an unconditional release of the Claimant from all liability on any claims that are the subject matter of the claim without the written consent of the Claimant, it which consent shall not agree to any be unreasonably withheld. (iii) The Claimant will not enter into a settlement of a Third Party Claim without the written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld withheld, unless the Claimant agrees not to seek indemnification for such claim. (iv) As to any Third Party Claim of the type described in subsection (ii)(y) or delayedsubsection (ii)(z) of Section 10.03(d), the Claimant and the Indemnifying Party shall consult as to any proposed settlement. If the Claimant notifies the Indemnifying Party that it wishes to accept a proposed settlement and the Indemnifying Party is unwilling to do so, if the amount for which the Third Party Claim is ultimately resolved is greater than the amount for which the Claimant desired to settle, then (x) the Claimant shall be liable only for the amount, if any, which it would have paid had the Third Party Claim been settled as proposed by the Claimant, and (y) all reasonable attorneys’ fees and expenses and costs of suit incurred by the Claimant subsequent to the time of the proposed settlement shall be paid or reimbursed by the Indemnifying Party. (v) In determining whether to accept or reject any settlement proposal, each party shall act in good faith and with due regard for the reasonable commercial and financial interests of the other.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Third Party Claim (i) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party, (ii) that does not include any statement as to or an admission of fact, culpability or a failure to act by or on behalf of any Indemnified Party, (iii) that does not involve, in any manner, any injunctive relief against any Indemnified Party and could not materially and adversely affect the Indemnified Party and (iv) that provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten thirty days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b7.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party (including the possibility of increased Tax liabilities and/or reduced tax attributes in a period beginning after the Closing Date) and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding If the Indemnifying Party elects to assume the defence of any other provision of this AgreementThird Party Claim as provided in Section 9.7, the Indemnifying Party shall not enter into settlement be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defence of any Third-such Third Party Claim following the receipt by the Indemnitee of notice of such assumption. However, if in the opinion of the Indemnitee, acting reasonably, there is a conflict between the interests of the Indemnifying Party and the interests of the Indemnitee with respect to such Third Party Claim, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnitee that the Indemnitee believes on reasonable grounds that the Indemnifying Party has failed to take such steps, the Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise the Third Party Claim assisted by counsel of its own choosing and the Indemnifying Party shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyIndemnitee, except as provided in this Section 8.03(b). If not to be unreasonably withheld, enter into any compromise or settlement of a firm offer is made to settle a Third-Third Party Claim without leading Claim, which would lead to liability or the creation of a create any other obligation, financial or other obligation otherwise, on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Indemnitee.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b9.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability liability, the finding or admission of wrongdoing, or the creation of a financial or other obligation (including any equitable remedies) on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding Except as otherwise -------------------------------- provided in this Section 5.5 or as otherwise specifically provided in any other provision of this ----------- Ancillary Agreement, unless and until the Indemnifying Party shall not enter into settlement has failed to assume the defense of any Third-Third Party Claim within thirty days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent of consent; provided, however, that the Indemnified PartyIndemnitee shall have the right to settle, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-compromise or discharge such Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If, upon expiration of 30 days from the date that the Indemnifying Party receives notice of a Third Party Claim from Indemnitee, the Indemnifying Party has not notified the Indemnitee of its election to assume the defense of such Third Party Claim, then in no event shall the Indemnitee settle, compromise or discharge such Third Party Claim without providing prior written notice to the Indemnifying Party, and the Indemnifying Party shall then have the option within fifteen days following receipt of such notice to: (which consent A) approve and agree to pay the settlement; (B) approve the amount of the settlement, reserving the right to contest the Indemnitee's right to indemnity pursuant to this Agreement; or (C) disapprove the settlement and assume in writing all past and future responsibility for such Third Party Claim (including all of Indemnitee's prior expenditures in connection therewith, and the Indemnifying Party shall not be unreasonably withheld or delayedfurnish reasonable assurance that it will discharge such responsibility).

Settlement of Third Party Claims. Notwithstanding So long as the Responsible Party is reasonably contesting any other provision of this Agreementsuch Third-Party Claim in good faith, the Indemnifying Party Indemnified Person shall not enter into settlement of pay or settle any Third-Party Claim without the prior written consent of the Indemnified Responsible Party, except as provided in this Section 8.03(bwhich consent shall not be unreasonably withheld). If a firm offer is made to settle the Responsible Party does not notify the Indemnified Person within thirty (30) days after the receipt of the Indemnified Person’s notice of a Third-Party Claim without leading of indemnity hereunder that it elects to liability undertake the defense thereof, the Indemnified Person shall have the right to contest, settle or compromise the creation of a financial or other obligation on Third-Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the part consent of the Indemnified Party and providesPerson, in customary form, for enter into any settlement that (i) does not include as an unconditional term thereof the unconditional release of each Indemnified Party from all liabilities and obligations in connection with giving by the Person or Persons asserting such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the all Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt Parties of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as an unconditional release from all Liability with respect to such Third-Party Claim shall or consent to entry of any judgment, (ii) does not exceed involve only the amount payment of such settlement offer. If money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Party fails to consent to such firm offer and also fails to assume defense Person or (iv) includes any admission of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If wrongdoing or misconduct by the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Person.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, In connection with the Indemnifying Party shall not enter into settlement or compromise of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle shall not, without the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If written consent of the Indemnified Party has assumed the defense pursuant to Section 8.03(a(which consent shall not be unreasonably withheld or delayed), it (i) settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim or (ii) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder or (iii) settle or compromise any Third Party Claim if the Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of Section 10.5. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall not agree to any settlement be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); provided, however, if a Third Party Claim is being defended by an Indemnified Party pursuant to the last sentence of clause (b) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim), the limitations on the Indemnified Party's right to settle or compromise set forth in this clause (c) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a timely manner) payment of such Indemnified Party's costs and expenses associated with such defense (subject to the undertaking of the Indemnified Party to reimburse such advances in the event such costs of defense are not ultimately to be indemnifiable under this Section 10).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(bsection 12.9(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(asection 12.9(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding In the event that the Indemnified Party settles any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Indemnifying Party, except as provided in the Indemnifying Party shall have no further indemnification obligations under this Section 8.03(b)Article V with respect to such Third Party Claim; provided, however, that if the Indemnifying Party refuses to defend or otherwise handle such Third Party Claim and it is subsequently determined that the Indemnifying Party is or was obligated to defend or indemnify the Indemnified Party with respect to such Third Party Claim, then the Indemnifying Party shall remain obligated with respect to such settlement amount. If a firm offer is made to settle a Third-the Indemnifying Party Claim without leading to liability or controls the creation defense of a financial or other obligation on any such Third Party Claim, the part Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and provides, in customary form, for unconditionally release the unconditional release of each Indemnified Party from all liabilities and obligations in connection with respect to such Third-Third Party Claim and Claim, without prejudice. In the event that the Indemnifying Party desires proposes a settlement to accept any Third Party Claim which the Indemnifying Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim, and agree the Indemnified Party withholds its consent to such offersettlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Damages exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall give written notice have no obligation to that effect to the Indemnified Party. If indemnify the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim under this Article V against and in such event, the maximum liability respect of the Indemnifying Party as to amount by which the Damages resulting from such Third-Party Claim shall not final judgment exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)proposed settlement.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall will not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent will not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.4(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall will give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall will not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party ClaimClaim in writing within two (2) days after the expiration of the ten (10) day period, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense of any Third Party Claim pursuant to Section 8.03(a7.4(a), it shall will not agree to any settlement without the written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding No Indemnified Party may settle or compromise any other provision claim, demand, action or proceeding or consent to the entry of this Agreementany judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall not enter into settlement from all liability arising out of such claim without payment of consideration and without any Third-adverse consequence whatsoever to the Indemnifying Party Claim of the type described below in clause (ii) of this Section 1(c). An Indemnifying Party may not, without the prior written consent of the Indemnified Party, except settle or compromise any claim, demand, action or proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) the terms or effect of the settlement shall not encumber any of the assets of any Indemnified Party or any affiliate thereof, or contain or result in any restriction, interference or condition that would apply to such Indemnified Party or its affiliates or to the conduct of any of their respective businesses; and (iii) shall obtain, as provided in this Section 8.03(b)a condition of such settlement, a complete and unconditional release of each Indemnified Party. If a firm firm, written offer is made to settle a Third-Party Claim without leading to liability any such third party claim, demand, action or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim proceeding and the Indemnifying Party desires proposes to accept such settlement and agree the Indemnified Party refuses to consent to such offersettlement, then: (A) the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If be excused from, and the Indemnified Party fails to consent to such firm offer within ten days after its receipt shall be solely responsible for, all further defense of such noticethird party claim, the Indemnified Party may continue to contest demand, action or defend such Third-Party Claim proceeding; and in such event, (B) the maximum liability of the Indemnifying Party as relating to such Third-Party Claim third party claim, demand, action or proceeding shall not exceed be the amount of such the proposed settlement offer. If if the amount thereafter recovered from the Indemnified Party fails to consent to on such firm offer and also fails to assume defense of such Third-Party Claimthird party claim, demand, action or proceeding is greater than the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent amount of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)proposed settlement.

Settlement of Third Party Claims. Notwithstanding (a) If an Indemnifier elects to assume the defence of any other provision of this AgreementThird Party Claim as provided in Section 8.8, unless Section 8.8(c)(i) applies, the Indemnifying Party Indemnifier shall not enter into settlement of any Third-Party Claim diligently proceed with the defence and shall not, without the prior written consent of the Indemnified PartyPerson, except not to be unreasonably withheld, enter into any compromise or settlement of the Third Party Claim or consent to the entry of any judgment, which would lead to liability or create any other obligation, financial or otherwise, on the Indemnified Person. (b) If an Indemnifier elects to assume the defence of any Third Party Claim as provided in this Section 8.03(b)8.8, the Indemnifier will not be liable for any legal expenses subsequently incurred by the Indemnified Person in connection with the defence of that Third Party Claim. If a firm offer is made However, if the Indemnifier fails to take reasonable steps necessary to defend diligently that Third Party Claim within 30 days after receiving notice from the Indemnified Person that the Indemnified Person believes on reasonable grounds that the Indemnifier has failed to take reasonable steps, the Indemnified Person may, at its option and assisted by counsel of its choice, defend, settle a Third-or compromise the Third Party Claim without leading prejudice to liability or the creation its right of a financial or other obligation on the part of indemnification hereunder, it being understood that the Indemnified Party and providesPerson shall not, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall Indemnifier, not to be unreasonably withheld withheld, enter into any compromise or delayed)settlement of the Third Party Claim or consent to the entry of any judgment. The Party controlling the defence of the Third Party Claim shall keep the other Party advised of the defence of the Third Party Claim and consider in good faith recommendations made by the other Party with respect thereto.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle, or enter into settlement of any Third-agreement to settle, any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b11.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 8.03(a11.05(a), it shall not settle, or agree to any settlement settle such Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement(a) Without limiting clause 9(a), if the Indemnifying Party shall does not enter into settlement exercise its right to assume control of the defence of any Third-Third Party Claim without the prior written consent of the Indemnified PartyClaim, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provideswill have the exclusive right to contest, in customary form, for settle or pay the unconditional release of each amount claimed. The Indemnified Party from all liabilities and obligations may seek external legal advice in connection with the exercise of such Third-Party Claim rights, and the Indemnifying Party desires to accept and agree to will promptly reimburse the Indemnified Party the costs of such offer, advice. (b) Whether or not the Indemnifying Party shall give written notice to that effect to assumes control of the Indemnified Party. If the Indemnified negotiation, settlement or defence of any Third Party fails to consent to such firm offer within ten days after its receipt of such noticeClaim, the Indemnified Party may continue will not make any admission of liability, agreement compromise or settlement in relation to contest or defend such Third-any Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (Party, which consent shall will not be unreasonably withheld or delayed. (c) The Indemnified Party and the Indemnifying Party will consult and co- operate fully with each other on a timely basis with respect to Third Party Claims, and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available). The Indemnified Party will make available to the Indemnifying Party or its representatives, on a timely basis, all documents, records and other materials in the possession of the Indemnified Party which are reasonably required by the Indemnifying Party for its use in connection herewith, all at the cost and expense of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b9.6(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation or adverse effect on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.6(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b8.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. By the Indemni fied Person. So long as the Indemnifying Party is contesting any such claim, proceeding or suit in good faith, the Indemnified Person shall not pay or settle any such claim, proceeding or suit. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay or settle any other provision of such claim, proceeding or suit, provided that in such event the Indemnified Person shall waive any right to indemnity therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as Loss or Expense under this Agreement, Section 14. 22 If the Indemnifying Party shall not enter into settlement have undertaken the conduct and control of the defense of any Third-Party Claim without claim, proceeding or suit as provided above, the Indemnified Person, on not less than 30 days' prior written consent Notice to the Indemnifying Party, may make settlement (including payment in full) of such claim and such settlement shall be binding upon the Parties hereto for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Person to contest such claim at the expense of the Indemnified Indemnifying Party. In such event, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection Person shall promptly comply with such Third-Party Claim request and the Indemnifying Party desires shall have the right to accept and agree direct the defense of such claim or any litigation based thereon subject to such offerall of the conditions of this Section 14. Anything in this Section 14 to the contrary notwithstanding, if the Indemnified Person advises the Indemnifying Party shall give written notice that it has determined to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt make settlement of such noticea claim, the Indemnified Party may continue Person shall have the right to do so at its own cost and expense, without any requirement to contest or defend such Third-Party Claim and in such event, claim at the maximum liability request of the Indemnifying Party as to such Third-Party Claim shall not exceed Party, but without any right under the amount provisions of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, this Section 14 for indemnification by the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Party.

Settlement of Third Party Claims. Notwithstanding any other provision With respect to a Third Party Claim involving the asserted Liability of the Indemnitee under this AgreementSection 10, the Indemnifying Party Indemnitor shall not enter into settlement of any Third-Party Claim not, without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party Indemnitee (which consent shall not be unreasonably withheld withheld), in the defense of such Third Party Claim or delayedany Litigation resulting therefrom, (i) consent to entry of any judgment (other than a judgment of dismissal on the merits without costs), or (ii) enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee a release from all Liability in respect of such claim or Litigation and that provides for any relief other than monetary damages that are paid in full by the Indemnitee. If the Indemnitee has exercised its right to control the defense or settlement of any claim or demand pursuant to Section 10.4(b), the Indemnitee shall not, without the prior written consent of Indemnitor (which consent shall not be unreasonably withheld), (x) consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or (y) enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff and the Indemnitee to the Indemnitor a release from all Liability (including the obligation to make any payments) in respect of such claim or Litigation. Consent shall be presumed in the case of settlements of $10,000 or less where the Indemnitee or the Indemnitor, as applicable, has not responded within twenty (20) Business Days of written notice of a proposed settlement.

Settlement of Third Party Claims. Notwithstanding Except as otherwise provided below in this Section 7.05(c), or as otherwise specifically provided in any other provision of this Related Agreement, , (i) if the Indemnifying Party shall not enter into settlement has assumed the defense of any Third-Third Party Claim, then (A) in no event will the Indemnified Party admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnified Party shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Indemnifying Party Claim without leading to liability or the creation of a financial or other obligation on the part of if the Indemnified Party releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and providessuch settlement, in customary formcompromise or discharge would not otherwise adversely affect the Indemnifying Party, for and (B) the unconditional release of each Indemnified Party from all liabilities will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and obligations that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Third Party Claim and releases the Indemnifying Indemnified Party desires to accept completely in connection with such Third Party Claim and agree to such offer, the Indemnifying Party shall give written notice to that effect to would not otherwise adversely affect the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice; provided, however, that the Indemnified Party may continue refuse to contest agree to any such settlement, compromise or defend such Third-discharge if the Indemnified Party Claim and in such event, the maximum liability of agrees that the Indemnifying Party as Party's indemnification obligation with respect to such Third-Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement offer. If settlement, compromise or discharge, in which case the Indemnified Party fails to consent to such firm offer and also fails to assume shall thereafter control the defense of such Third-Third Party Claim. (ii) if the Indemnifying Party has not assumed the defense of a Third Party Claim then in no event shall the Indemnified Party settle, compromise or discharge such Third Party Claim without providing prior written notice to the Indemnifying Party, which shall have the option within 15 business days following receipt of such notice to: (A) approve and agree to pay the settlement, (B) approve the amount of the settlement, reserving the right to contest the Indemnified Party's right to indemnity pursuant to this Agreement, (C) disapprove the settlement and assume in writing all past and future responsibility for such Third Party Claim (including all of Indemnified Party's prior expenditures in connection therewith), or (D) disapprove the settlement and continue to refrain from participation in the defense of such Third Party Claim, in which event the Indemnifying Party shall have no further right to contest the amount or reasonableness of the settlement if the Indemnified Party elects to proceed therewith. In the event the Indemnifying Party does not respond to such written notice from the Indemnified Party within such fifteen 15 business-day period, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer shall be deemed to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party have elected option (which consent shall not be unreasonably withheld or delayedA).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall will not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent will not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party (other than any such liability or obligation satisfied by the Indemnifying Party) and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim (such offer, a “Total Release Firm Offer”) and the Indemnifying Party desires to accept and agree to such offerTotal Release Firm Offer, the Indemnifying Party shall will give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer Total Release Firm Offer within ten 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim at its sole cost and expense and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall will not exceed the amount of such settlement offerTotal Release Firm Offer. If the Indemnified Party fails to consent to such firm offer Total Release Firm Offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer Total Release Firm Offer to settle such Third-Party Claim. If a firm offer (other than a Total Release Firm Offer) is made to settle a Third-Party Claim, the Indemnified Indemnifying Party has assumed the defense pursuant to Section 8.03(a), it shall may not agree to any settlement settle such Third-Party Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall will not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent will not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party (other than any such liability or obligation satisfied by the Indemnifying Party) and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations PR01/ 1485553.8 in connection with such Third-Party Claim (such offer, a “Total Release Firm Offer”) and the Indemnifying Party desires to accept and agree to such offerTotal Release Firm Offer, the Indemnifying Party shall will give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer Total Release Firm Offer within ten 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim at its sole cost and expense and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall will not exceed the amount of such settlement offerTotal Release Firm Offer. If the Indemnified Party fails to consent to such firm offer Total Release Firm Offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer Total Release Firm Offer to settle such Third-Party Claim. If a firm offer (other than a Total Release Firm Offer) is made to settle a Third-Party Claim, the Indemnified Indemnifying Party has assumed the defense pursuant to Section 8.03(a), it shall may not agree to any settlement settle such Third-Party Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation or any admission of fault on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten 20 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section 8.03(a8.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, delayed or conditioned), except as provided in this Section 8.03(b6.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Indemnifying Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-such Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 8.03(a6.5(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.08(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.08(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b8.3(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim, and the Indemnifying Party shall be liable to the extent of such settlement offer. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.3(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding (a) If an Indemnifier elects to assume the defence of any other provision of this AgreementThird Party Claim as provided in Section 7.8, the Indemnifying Party Indemnifier shall not enter into settlement of any Third-Party Claim diligently proceed with the defence and shall not, without the prior written consent of the Indemnified PartyPerson, except as provided in this Section 8.03(b). If a firm offer is made not to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed, enter into any compromise or settlement of the Third Party Claim or consent to the entry of any judgment, which in any such case would lead to liability or create any other obligation, financial or otherwise, on the Indemnified Person. (b) If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 7.8, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Person (except as expressly provided in the last sentence of Section 7.8 and this Subsection 7.10(b)) in connection with the defence of that Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently that Third Party Claim within 30 days after receiving notice from the Indemnified Person that the Indemnified Person believes on reasonable grounds that the Indemnifier has so failed to take reasonable steps, the Indemnified Person may, at its option and assisted by counsel of its choice, defend, settle or compromise the Third Party Claim without prejudice to its right of indemnification under this Agreement, it being understood that the Indemnified Person shall not, without the prior written consent of the Indemnifier, not to be unreasonably withheld, enter into any compromise or settlement of the Third Party Claim or consent to the entry of any judgment. The Party controlling the defence of the Third Party Claim shall keep the other Parties advised of the defence of the Third Party Claim and consider in good faith recommendations made by the other Parties with respect thereto.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations Liabilities in connection with such Third-Third Party Claim and does not require the Indemnified Party or any of its Affiliates to admit to any fault or wrongdoing and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Except as otherwise provided in this clause (b), no Indemnifying Party will, without the prior written consent of each Indemnified Party, settle or compromise or consent to the entry of any judgement in any pending or threatened Action in respect of which indemnification may be sought hereunder (whether or not any such Indemnified Party is a party to such action), unless such settlement, compromise or consent by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third Party Claim, includes an unconditional release of all such Indemnified Parties from all Liability arising out of such Action and does not require the Indemnified Party to admit to any fault or wrongdoing.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party indemnifying party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Partyindemnified party, except as provided in this Section 8.03(b10.3(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability that (i) requires solely the payment of monetary damages that will be paid by the indemnifying party, (ii) does not include any finding or the creation admission of any violation of any Law or any rights of any third party, (iii) does not create a financial or other obligation on the part of the Indemnified Party indemnified party or any sanction or restriction that could adversely affect the business or any injunction or other equitable relief of such indemnified party or any of its Affiliates, and (iv) provides, in customary form, for the full and unconditional release of each Indemnified Party indemnified party from all other claims, liabilities and obligations that may be made against the indemnified party in connection with such Third-Third Party Claim Claim, and the Indemnifying Party indemnifying party desires to accept and agree to such offer, then the Indemnifying Party indemnifying party shall give written notice to that effect to the Indemnified Partyindemnified party. If the Indemnified Party indemnified party fails to consent to such firm offer within ten days (10) Business Days after its receipt of such notice, the Indemnified Party indemnified party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party indemnifying party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party indemnified party has assumed the defense pursuant to Section 8.03(a10.3(a), it shall not agree be permitted to settle any settlement Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)indemnifying party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.06(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a)defense, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding The Indemnifying Party shall not be liable for any other provision Third Party Claim settled or otherwise compromised without its prior written consent. In such connection, if the Indemnified Party (or the Company, if the Purchaser is the Indemnifying Party) shall receive from a Third Party or if the Indemnified Party shall propose to make to a Third Party an offer to compromise or settle such Third Party Claim (a “Settlement Offer”), the Indemnified Party shall notify the Indemnifying Party of this Agreementsuch Settlement Offer with reasonable promptness following receipt thereof from the Third Party and reasonably in advance of responding thereto, or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related supporting documentation reasonably required to enable the Indemnifying Party to assess the relative merits of the Settlement Offer. At the request of either of the parties, the parties will consult in good faith with respect to any such Settlement Offer. The Indemnifying Party shall then determine in the exercise of its business judgment whether or not to consent to the Settlement Offer, but shall not unreasonably withhold or delay any such consent (with such consent being deemed refused if the Indemnifying Party shall not enter into settlement have responded in writing within thirty (30) days (or such shorter period as may be reasonable under the circumstances) of any Third-Party Claim without its receipt of a request for consent). If a Settlement Offer is received (for which the prior written consent of sole relief provided is monetary damages), which the Indemnifying Party, but not the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made willing to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such noticeaccept, the Indemnified Party may elect to continue to contest or defend such Third-the defense of the Third Party Claim and at its own expense, in such event, which case the maximum liability of the Indemnifying Party shall be limited to the lesser of: (x) Losses calculated as to such Third-if the Third Party Claim shall not exceed were settled in accordance with the amount of such settlement offer. If proposed Settlement Offer, and (y) the Losses actually suffered by the Indemnified Party fails to consent to such firm offer and also fails to assume defense taking into account the final resolution of such Third-the Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into any settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b5.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires proposes to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days 10 Business Days after its receipt of such notice, the Indemnified Party may continue to contest shall assume or defend continue, as applicable, the defence of such Third-Party Claim Claim, and in such event, thereafter the maximum liability of the Indemnifying Party as to in respect of such Third-Party Claim (or any other claim arising out of substantially similar facts) shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense or continue, as applicable, defence of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm the offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to defence of a Third-Party Claim under Section 8.03(a5.5(a), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b9.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or having any post-settlement effect on the Indemnified Party’s business or operations, the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party, which notice shall include all copies of all substantial settlement papers. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this AgreementIf the Indemnitor and the applicable third party wish to settle, or consent to the Indemnifying Party shall not enter into settlement entry of any Third-Party Claim without the prior written consent of the Indemnified Partyjudgment with respect to, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability and the proposed settlement or judgment (i) does not include any monetary damages payable by the creation Indemnified Party and provides for the payment by the Indemnitor of a financial or other obligation money as sole relief for the claimant, (ii) does not include any restriction on the part operations of the Indemnified Party and does not subject the Indemnified Party to any equitable relief, (iii) involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (iv) provides, in customary form, for the unconditional release of each the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offerClaim, the Indemnifying Party Indemnitor shall give written notice to that effect to the Indemnified Party and the Indemnitor may settle, or consent to the entry of a judgment with respect to, such Third-Party Claim without the Indemnified Party’s consent. If the Indemnitor does not deliver the notice contemplated by Section 9.4(a)(i), or otherwise at any time fails to conduct the defense of the Third-Party Claim actively and diligently, the Indemnified Party fails to may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such firm offer within ten notice is given on a timely basis and the Indemnitor conducts the defense of the Third Party Claim actively and diligently but any of the conditions in clauses (ii), (iii), (iv), or (v) of Sections 9.4(a) is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim; provided, that the entry of any such judgment consented to, or any such compromise or settlement effected, without Seller’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) shall not be binding on Seller and shall have no dispositive effect with respect to whether or not Seller has any obligation (or the amount of any obligation) hereunder or otherwise with respect thereto. Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnitor prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except to the extent that the Indemnitor is prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been sustained by the Indemnified Party. The Indemnitor shall have thirty (30) days after its receipt of such notice, the Indemnified Party may continue notice to contest or defend such Third-Party Claim and respond in such event, the maximum liability of the Indemnifying Party as writing to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Direct Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnified Party has assumed shall be free to pursue such remedies as may be available to the defense Indemnified Party under this Agreement. Exclusive Remedy. From and after the Closing, indemnification pursuant to the provisions of this Article IX shall be the sole and exclusive remedy for any breach of this Agreement, the Restrictive Covenant Agreement or otherwise relating to the subject matter of this Agreement, the Restrictive Covenant Agreement and the transactions contemplated herein and therein (except for those items with respect to which the process set forth in Section 2.5 is the sole and exclusive remedy as set forth in Section 2.5(h)). Without limiting the generality of the preceding sentence, from and after the Closing, Buyer, for itself and the other Buyer Indemnitees, (a) agrees that no legal action sounding in contribution, tort, strict liability or any other legal theory may be maintained by any Buyer Indemnitee, or any other Person for any breach of this Agreement or otherwise with respect to the subject matter of this Agreement and the transactions contemplated herein, and (b) hereby waives any and all statutory rights of contribution or indemnification that any of them might otherwise be entitled to under any Law or any similar rules of law embodied in the common law. The limitations in this Section 9.5 shall not apply with respect to (a) any claims based on fraud committed by or on behalf of Seller in connection with the transactions contemplated hereby, (b) in the case where a party seeks to obtain specific enforcement pursuant to Section 8.03(a10.12, or (c) with respect to the Ancillary Documents (other than the Restrictive Covenant Agreement), it which shall not agree to any settlement without be governed by their terms, from and after the written consent of the Indemnifying Party (which consent Closing and shall not be unreasonably withheld subject to this Article IX. The rights of each Buyer Indemnitee and Seller Indemnitee under this Article IX are cumulative, and each Buyer Indemnitee and Seller Indemnitee will have the right in any particular circumstance, in its sole discretion, to enforce any provision of this Article IX without regard to the availability of a remedy under any other provision of this Article IX. With respect to any claim brought by a Buyer Indemnitee against any Seller Indemnitee under this Agreement or delayed)otherwise relating to this Agreement or any of the transactions contemplated by hereby or thereby, Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Acquired Companies with respect to any amounts owed by Seller pursuant to this Article IX or otherwise.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of any Third Party Claim pursuant to Section 8.05, (i) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any Third-with respect to such Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made Party (which consent shall be given if the settlement by its terms (1) obligates the Indemnifying Party to settle a Third-Party Claim without leading to liability or pay the creation of a financial or other obligation on the part full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations liability in connection with such Third-Third Party Claim Claim, (2) fully and finally releases the Indemnified Party completely in connection with such Third Party Claim, and (3) does not impose any obligation or restriction on such Indemnified Party or its Affiliates). If the Indemnifying Party desires to accept and agree to such offer, does not assume the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claims or fails to diligently prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer will not be obligated to settle such Third-Party Claim. If indemnify the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to for any settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding any other provision of this Agreement, whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any liability with respect to, or settles, compromises or discharges, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), then such admission, settlement or compromise will not be binding upon or constitute evidence against the Indemnifying Party for purposes of determining whether the Indemnified Party has incurred Losses that are indemnifiable pursuant to this Article VIII or the amount thereof.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b9.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b6.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense of a Third-Party Claim (including without limitation a Customer Claim) pursuant to Section 8.03(a6.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). In the event that a dispute arises as to whether consent that may not be unreasonably withheld or delayed has been unreasonably withheld or delayed by either the Indemnified Party or the Indemnifying Party under this Section 6.05(b), as applicable, the prevailing party to such dispute shall be entitled to receive its reasonable attorneys’ fees and costs with respect to such dispute.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b6.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a6.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. (i) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall may not enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(c). If a firm offer is made to settle a such Third-Party Claim without leading which (1) does not lead to any liability or the creation of a financial or other obligation on the part of the any Indemnified Party, (2) does not impose any injunctive or other equitable relief on any Indemnified Party and (3) provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend assume the defense of such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. . (ii) If the Indemnified Party has assumed the defense of a Third-Party Claim pursuant to this Section 8.03(a)7.05, it shall not may agree to any settlement thereof without the consent of the ACTIVE 209289734v.13 Indemnifying Party or Seller Representative; provided, that such settlement shall not be binding upon the Indemnifying Party without the written consent of such Indemnifying Party or Seller Representative (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnified Party shall not enter into settlement of any Third-Party Claim relating to Taxes without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding In connection with the settlement or compromise of any other provision of this AgreementThird Party Claim (except for any Third Party Claims that are indemnifiable under SECTION 8.2(a)(viii), the process for which is set forth in SECTION 8.2(d)(ii)), the Indemnifying Party shall not enter into settlement of any Third-Party Claim not, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except (A) settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as provided in this Section 8.03(b). If a firm offer is made an unconditional term thereof the delivery by the claimant or plaintiff to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, of a written release from all liability in customary form, for respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim or (B) settle or compromise any Third Party Claim if the unconditional release of each settlement or compromise imposes equitable remedies or material obligations on the Indemnified Party from all liabilities and other than financial obligations in connection with for which such Third-Indemnified Party will be indemnified hereunder or (C) settle or compromise any Third Party Claim and if the Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of SECTION 8.3. No Third Party Claim which is being defended in good faith by the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If or which is being defended by the Indemnified Party fails to consent to such firm offer within ten days after its receipt in accordance with the terms of such notice, this Agreement shall be settled or compromised by the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).; PROVIDED, HOWEVER, if a Third Party Claim is being defended by an Indemnified Party pursuant to the last sentence of clause (ii) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim), the limitations on the Indemnified Party's right to settle or compromise set forth in this clause (iii) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a timely manner) payment of such Indemnified Party's costs and expenses associated with such defense upon demand therefor by the Indemnified Party (subject to the undertaking of the Indemnified Party to reimburse such advances in the event such costs of defense are not ultimately to be indemnifiable under this ARTICLE VIII). E-91

Settlement of Third Party Claims. Notwithstanding Except as otherwise provided in this Section 5.5 or as otherwise specifically provided in any other provision of this Ancillary Agreement, unless and until the Indemnifying Party shall not enter into settlement has failed to assume the defense of any Third-Third Party Claim within thirty days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent of consent; provided, however, that the Indemnified PartyIndemnitee shall have the right to settle, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-compromise or discharge such Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If, upon expiration of 30 days from the date that the Indemnifying Party receives notice of a Third Party Claim from Indemnitee, the Indemnifying Party has not notified the Indemnitee of its election to assume the defense of such Third Party Claim, then in no event shall the Indemnitee settle, compromise or discharge such Third Party Claim without providing prior written notice to the Indemnifying Party, and the Indemnifying Party shall then have the option within fifteen days following receipt of such notice to: (which consent A) approve and agree to pay the settlement; (B) approve the amount of the settlement, reserving the right to contest the Indemnitee's right to indemnity pursuant to this Agreement; or (C) disapprove the settlement and assume in writing all past and future responsibility for such Third Party Claim (including all of Indemnitee's prior expenditures in connection therewith, and the Indemnifying Party shall not be unreasonably withheld or delayedfurnish reasonable assurance that it will discharge such responsibility).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 8.2(a), the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed, except as provided in this Section 8.03(b8.2(b) (to the extent the Indemnified Party has consent rights regarding such settlement ). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other any non-monetary obligation on the part of the Indemnified Party and solely for monetary damages and such monetary damages would be wholly covered by the Indemnifying Party’s indemnification obligations under this Article VIII and such settlement provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and Claim, then the Indemnifying Party desires to may accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to offer on behalf of the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten 15 days after its receipt of such notice, the Indemnified Party may at the request of the Indemnifying Party’s request continue to contest or defend such Third-Third Party Claim (at the Indemnified Party’s sole cost and expense), and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to this Section 8.03(a8.2(b), to the extent it seeks indemnification in respect of such Third Party Claim under this Agreement from an Indemnifying Party, it shall not agree to any settlement of such Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding If an Indemnifier elects to assume the defence of any other provision of this AgreementThird Party Claim as provided in Section 5.4 hereof, the Indemnifying Party Indemnifier shall not enter into settlement of be liable for any Third-legal expenses subsequently incurred by the Indemnified Party in connection with the defence thereof. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim without within 30 calendar days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b)the Indemnifier shall not enter into any compromise or settlement of any Third Party Claim which would lead to liability or create any financial or other material obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for which the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim is not entitled to indemnification hereunder and the Indemnifying Party Indemnifier desires to accept and agree to such offer, the Indemnifying Party Indemnifier shall give written notice to that effect to the Indemnified PartyParty to that effect. If the Indemnified Party fails to consent to such firm offer within ten 30 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as Indemnifier with respect to such Third-Third Party Claim shall not exceed be (a) the amount of such the offer of settlement offer. If which the Indemnified Party fails refused to consent to such firm offer accept plus the costs and also fails to assume defense expenses of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed prior to the defense pursuant to Section 8.03(a), it shall not agree to any settlement without date the written consent Indemnifier notifies the Indemnified Party of the Indemnifying offer of settlement and (b) the actual out-of-pocket amount the Indemnified Party (which consent is obligated to pay as a result of continuing to pursue such matter, whichever is the lesser. An Indemnifier shall not be unreasonably withheld entitled to recover from the Indemnified Party any, additional expenses incurred by such Indemnifier as a result of the decision of the Indemnified Party to contest or delayed)defend such Third Party Claim.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b9(e)(ii). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days fifteen (15) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9(e)(i), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b9.06(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.06(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or subject the Indemnified Party to injunctive or other equitable relief and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offeroffer plus the costs and expenses of defending such Third Party Claim incurred prior to such notice. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.05(a), it shall not agree to any settlement without unless (i) the written consent settlement of the Third-Party Claim will not lead to liability or the creation of a financial or other obligation on the part of the Indemnifying Party or subject the Indemnifying Party to injunctive or other equitable relief and provides, in customary form, for the unconditional release of each Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim, or (ii) the Indemnifying Party provides its written consent to such settlement (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten fifteen (15) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in 85 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(a)), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding In connection with any other provision indemnification claim arising out of this Agreementa claim or legal Proceeding by a Person who is not a Party, including their respective Affiliates, as applicable (a “Third Party Claim”), the Indemnifying Party shall have the right, but not enter into settlement of any Third-Party Claim without the prior obligation, to participate in or, by giving written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made notice to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party not later than thirty (30) days following Indemnifying Party’s receipt of the Third Party Claim notice, to assume the defense of any Third Party Claim at the Indemnifying Party’s sole expense and providesby the Indemnifying Party’s own counsel, in customary form, for and the unconditional release of each Indemnified Party from all liabilities and obligations shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (i) the Indemnified Party believes in its good faith judgment would be detrimental to, or materially injure, the Xxxxx Brand or the reputation or future business prospects the Xxxxx Xxxxx or Indemnified Party if an adverse determination were rendered with respect thereto, (ii) relates to or arises in connection with any criminal or quasi-criminal Proceeding, indictment or allegation, (iii) seeks an injunction or other equitable relief against the Indemnified Party or (iv) the Indemnified Party believes in its good faith judgment could result in Losses in excess of the maximum amount that such Third-Indemnified Party Claim and would then be entitled to recover from the Indemnifying Party desires under this Article VII. As a condition to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability ’s assumption of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-any Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If shall, first enter into a written agreement with the Indemnified Party has assumed whereby the defense pursuant Indemnifying Party is unconditionally and irrevocably obligated to Section 8.03(a)pay and satisfy any Losses which may arise with respect to such Third Party Claim and provide evidence of its ability to satisfy such obligation, it in each case, in form and substance reasonably satisfactory to the Indemnified Party. Subject to the preceding proviso, the Indemnifying Party shall not be entitled to agree to a settlement of, or the stipulation of any settlement without judgment arising from, any such Third Party Claim, with the written consent of the Indemnifying Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, however, that no such consent shall be required from the Indemnified Party if (a) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (b) in the case of a settlement, the settlement is conditioned upon a release by the claimant of the Indemnified Party, and (c) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party, impose any restriction upon its use of the Xxxxx Brand or otherwise adversely affect the Xxxxx Business or result in injunctive or other equitable relief of any nature imposed against any Indemnified Party. From and after the date that the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not be entitled to any further reimbursement for any fees or disbursement of its legal counsel arising on or after such date in connection with such Third Party Claim; provided, however, that, notwithstanding the foregoing, from and after the date the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which cost and expense shall not constitute a Loss) to participate in such contest and defense and to be represented by attorneys of its own choosing; provided, further that, (i) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party that are incurred prior to the date the Indemnifying Party assumes control of the defense of such Third Party Claim and (ii) if, in the reasonable opinion of counsel to the Indemnified Party there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. To the extent the Indemnified Party takes over the defense of any such claim pursuant to the proviso contained in the first sentence of this Section 7.5 the Indemnified Party shall not consent to any settlement of, or the stipulation of any judgment arising from, any such Third Party Claim, without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects not to compromise or defend a Third Party Claim, fails to timely notify the Indemnified Party in writing of its election to defend as provided in this Section 7.05, fails to diligently prosecute the defense of such Third Party Claim or if any of clauses (i) through (iv) of the first sentence of this Section 7.05 becomes true, the Indemnified Party may, pay, compromise or defend such Third Party Claim and be indemnified for any and all Losses based upon, arising from or relating to such Third Party Claim (and all reasonable and documented costs or expenses paid or incurred by the Indemnified Party in connection with such defense shall constitute Losses). The Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and Representatives to, cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including by retaining and providing (subject to the provisions of Section 6.6) records and information relating to such Third Party Claim and by making available, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, reasonable access to management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim (including providing additional information and explanation of any materials provided hereunder).

Settlement of Third Party Claims. Notwithstanding If an Indemnifier elects to assume the defence of any other provision Third Party Claim as provided in Section 15.6 the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence of this Agreementsuch Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnifying Indemnified Party shall not enter into settlement may, at its option, elect to assume the defence of any Third-and to compromise or settle the Third Party Claim without assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-the Indemnifier shall not enter into or cause any compromise or settlement of any Third Party Claim without leading unless: (a) the Indemnified Party receives, as part of the compromise and settlement, a legally binding and enforceable unconditional satisfaction or release, which is in form and substance satisfactory to the Indemnified Party, acting reasonably; and (b) the Third Party Claim and any claim or liability or the creation of a financial or other obligation on the part of the Indemnified Party with respect thereto is being fully satisfied because of the compromise and provides, in customary form, for settlement and the unconditional release of each Indemnified Party is being released from any and all obligations or liabilities and obligations in connection it may have with such Third-respect to the Third Party Claim and the Indemnifying Party desires any claim or liability which may arise in respect thereof to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability other Persons as a result of the Indemnifying Party as to claim being asserted against such Third-Party Claim shall not exceed other Persons by the amount of such settlement offer. If Person making the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.E(2). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim Claim, and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.E(1), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld or delayed) unless such settlement or judgment will result in the Indemnified Party being liable for an amount of Losses which are not indemnified hereunder that are in excess of the amounts for which the Indemnified Party is indemnified hereunder and except as provided in this Section 8.03(b8.05(c). If a firm settlement offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation or any harm whatsoever on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such settlement offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm settlement offer within ten thirty (30) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm settlement offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm settlement offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b7.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.5(a), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into any settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b7.03(c). If a firm offer is made to settle a Third-Third Party Claim without leading to liability Liability or the creation of a financial or any other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities Liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the then Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer, together with any and all indemnifiable costs and expenses of the Indemnified Party incurred prior to the expiration of such period. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.03(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b8.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, involves no finding or admission of any violation of laws or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Indemnitor assumes the defense of any Third-Party Claim, neither the Indemnitor nor the Indemnified Party shall not enter into settlement of, or consent to the entry of any judgment with respect to, such Third-Party Claim without the prior written consent of the Indemnified Partyother (which consent shall not be unreasonably withheld, conditioned or delayed), except as otherwise provided in this Section 8.03(b9.4(b). If a firm offer is made the Indemnitor and the applicable third party wish to settle settle, or consent to the entry of any judgment with respect to, a Third-Party Claim without leading to liability and the proposed settlement or the creation judgment does not include any finding or admission of a financial wrongdoing, or other imposition of equitable remedies or obligation on the part Indemnified Party other than solely the payment of monetary damages payable for which the Indemnified Party will be indemnified hereunder, and also provides, in customary form, for the unconditional release by the claimant or plaintiff of each the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offerClaim, the Indemnifying Party Indemnitor shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer proposed settlement or judgment within ten fourteen (14) days after its receipt of such written notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party Indemnitor as to such Third-Party Claim shall not exceed the amount of that which would have been payable by Indemnitor hereunder had such proposed settlement offeror judgment been effected. If the Indemnified Party fails to consent to such firm offer proposed settlement or judgment in accordance with this Section 9.4(b) and also fails to assume defense of continue to contest or defend such Third-Party Claim, the Indemnifying Party Indemnitor may settle or consent to the entry of any judgment with respect to the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any proposed settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)judgment.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Indemnitor(s) nor the Indemnified Party shall not enter into settlement of, or consent to the entry of any judgment with respect to, any Third-Party Claim without the prior written consent of the Indemnified Partyother (which consent shall not be unreasonably withheld, conditioned or delayed), except as otherwise provided in this Section 8.03(b9.4(b). If a firm offer is made the Indemnitor(s) and the applicable third party wish to settle settle, or consent to the entry of any judgment with respect to, a Third-Party Claim without leading to liability and the proposed settlement or judgment (i) does not involve any finding or admission of wrongdoing by the creation Indemnified Party or violation of a financial Law (ii) does not include any monetary damages payable by the Indemnified Party or other obligation any material restriction on the part operations of the Indemnified Party and (iii) also provides, in customary form, for the unconditional release of each the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offerClaim, the Indemnifying Party Indemnitor(s) shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer proposed settlement or judgment within ten days fifteen (15) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party Indemnitor(s) as to such Third-Party Claim shall not exceed the amount of that which would have been paid or payable by Indemnitor(s) hereunder had such proposed settlement offeror judgment been effected. If the Indemnified Party fails to consent to such firm offer proposed settlement or judgment and also fails to assume defense of continue to contest or defend such Third-Party Claim, the Indemnifying Party Indemnitor(s) may settle or consent to the entry of any judgment with respect to the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any proposed settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)judgment.

Settlement of Third Party Claims. Notwithstanding Except as otherwise provided below in this Section 7.04(c), or as otherwise specifically provided in any other provision of this Ancillary Agreement, including, without limitation, the Tax Cooperation Agreement, if the Indemnifying Party shall not enter into settlement has assumed the defense of any Third-Third Party Claim, then (i) in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnified Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party, except as provided in this Section 8.03(b). If and (ii) the Indemnitee will agree to any settlement, compromise or discharge of a firm offer is made to settle a Third-Third Party Claim without leading that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to liability or pay the creation of a financial or other obligation on the part full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations liability in connection with such Third-Third Party Claim and releases the Indemnifying Party desires to accept and agree to Indemnitee completely in connection with such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such eventsettlement, compromise or discharge if the maximum liability of Indemnitee agrees that the Indemnifying Party as Party's indemnification obligation with respect to such Third-Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement offersettlement, compromise or discharge. If the Indemnified Indemnifying Party fails has not assumed the defense of a Third Party Claim then in no event shall the Indemnitee settle, compromise or discharge such Third Party Claim without providing prior written notice to consent the Indemnifying Party, which shall have the option within 15 Business Days following receipt of such notice to: (i) approve and agree to pay the settlement, (ii) approve the amount of the settlement, reserving the right to contest the Indemnitee's right to indemnity pursuant to this Agreement, (iii) disapprove the settlement and assume in writing all past and future responsibility for such firm offer Third Party Claim (including all of Indemnitee's prior expenditures in connection therewith), or (iv) disapprove the settlement and also fails continue to assume refrain from participation in the defense of such Third-Third Party Claim. In the event the Indemnifying Party does not respond to such written notice from the Indemnitee within such 15 business-day period, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer shall be deemed to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party have elected option (which consent shall not be unreasonably withheld or delayedi).

Settlement of Third Party Claims. Notwithstanding (i) Any Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any other provision Third Party Claim (including Tax Contests), but the fees and expenses of this Agreement, such counsel shall not be at the expense of the Indemnifying Party unless (A) the Indemnifying Party shall have failed, or is not enter into settlement entitled, to assume the defense of any Third-such Third Party Claim without in accordance with this Section 7.05(b), (B) the prior written consent employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (C) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or are available to the Indemnifying Party but the assertion of which would be adverse to the interests of the Indemnified Party, except . So long as provided in this Section 8.03(b). If a firm offer the Indemnifying Party is made to settle a Third-reasonably contesting any such Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of in good faith, the Indemnified Party and providesshall not pay or settle any such Third Party Claim. Notwithstanding the foregoing, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations shall have the right to pay or settle any such Third Party Claim; provided that in connection with such Third-Party Claim and event it shall waive any right to indemnity therefor by the Indemnifying Party desires to accept and agree to for such offer, Third Party Claim unless the Indemnifying Party shall give written notice have consented to that effect to such payment or settlement or the Indemnified Party. Indemnifying Party is then in material breach of its indemnification obligations under this Article VII. (ii) If the Indemnifying Party does not notify the Indemnified Party fails to consent to such firm offer within ten days thirty (30) Business Days after its the receipt of a Claim Certificate with respect to a Third Party Claim hereunder that it elects to undertake the defense thereof, or if the Indemnified Party assumes the defense of such noticeThird Party Claim pursuant to this Section 7.05(b), the Indemnified Party may continue shall have the right to contest contest, settle or defend such Third-compromise the Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim but shall not exceed the amount of such settlement offer. If thereby waive any right to indemnity therefor pursuant to this Agreement; provided, that the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). (iii) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement of a Third Party Claim that is not entirely indemnifiable by the Indemnifying Party pursuant to this Article VII and does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Third Party Claim or consent to entry of any judgment.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days (10) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed), except as provided in this Section 8.03(b7.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days (10) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed).

Settlement of Third Party Claims. This Section 11.05(b) shall apply where the Indemnifying Party has elected to assume the defense of a Third-Party Claim in accordance with Section 11.05(a). Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b11.05(b). If a firm offer is made to settle a Third-Party Claim solely for monetary amounts to be satisfied by the Indemnifying Party and without leading to liability or the creation of a any financial or other obligation or a finding of criminal guilt on the part of the an Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, In connection with the Indemnifying Party shall not enter into settlement or compromise of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle shall not, without the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If written consent of the Indemnified Party has assumed the defense pursuant to Section 8.03(a(which consent shall not be unreasonably withheld), it (A) settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim or (B) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder or (C) settle or compromise any Third Party Claim if the Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of Section 10.4. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall not agree to any settlement be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, however, if a Third Party Claim is being defended by an Indemnified Party pursuant to the last sentence of clause (ii) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim), the limitations on the Indemnified Party's right to settle or compromise set forth in this clause (iii) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a timely manner) payment of such Indemnified Party's costs and expenses associated with such defense upon demand therefor by the Indemnified Party (subject to the undertaking of the Indemnified Party to reimburse such advances in the event such costs of defense are not ultimately to be indemnifiable under this Article X).

Settlement of Third Party Claims. Notwithstanding (a) If an Indemnifier elects to assume the defence of any other provision of this AgreementThird Party Claim as provided in Section 9.8, the Indemnifying Party Indemnifier shall not enter into settlement of any Third-Party Claim diligently proceed with the defence and shall not, without the prior written consent of the Indemnified PartyPerson, except not to be unreasonably withheld, enter into any compromise or settlement of the Third Party Claim or consent to the entry of any judgment, which in any case would lead to liability or create any other obligation, financial or otherwise, on the Indemnified Person. (b) If an Indemnifier elects to assume the defence of any Third Party Claim as provided in this Section 8.03(b)9.8, the Indemnifier will not be liable for any legal expenses subsequently incurred by the Indemnified Person in connection with the defence of that Third Party Claim. If a firm offer is made However, if the Indemnifier fails to take reasonable steps necessary to defend diligently that Third Party Claim within ten (10) days after receiving notice from the Indemnified Person that the Indemnified Person believes on reasonable grounds that the Indemnifier has so failed to take reasonable steps, the Indemnified Person may, at its option and assisted by counsel of its choice, defend, settle a Third-or compromise the Third Party Claim without leading prejudice to liability or the creation its right of a financial or other obligation on the part of indemnification hereunder, it being understood that the Indemnified Party and providesPerson shall not, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall Indemnifier, not to be unreasonably withheld withheld, enter into any compromise or delayed)settlement of the Third Party Claim or consent to the entry of any judgment. The Party or Shareholders controlling the defence of the Third Party Claim shall keep the other Party or Shareholder(s) advised of the defence of the Third Party Claim and consider in good faith recommendations made by the other Party and/or Shareholder(s) with respect thereto.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (such consent not to be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability Liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities Liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding (a) If an Indemnifier elects to assume the defence of any other provision of this AgreementThird Party Claim as provided in Section 5.7, the Indemnifying Party Indemnifier shall not enter into settlement of any Third-Party Claim diligently proceed with the defence and shall not, without the prior written consent of the Indemnified PartyPerson, except not to be unreasonably withheld, enter into any compromise or settlement of the Third Party Claim or consent to the entry of any judgment, which would lead to liability or create any other obligation, financial or otherwise, on the Indemnified Person. (b) If an Indemnifier elects to assume the defence of any Third Party Claim as provided in this Section 8.03(b)5.7, the Indemnifier will not be liable for any legal expenses subsequently incurred by the Indemnified Person in connection with the defence of that Third Party Claim. If a firm offer is made However, if the Indemnifier fails to take reasonable steps necessary to defend diligently that Third Party Claim within thirty (30) days after receiving notice from the Indemnified Person that the Indemnified Person believes on reasonable grounds that the Indemnifier has failed to take reasonable steps, the Indemnified Person may, at its option and assisted by counsel of its choice, defend, settle a Third-or compromise the Third Party Claim without leading prejudice to liability or the creation its right of a financial or other obligation on the part of indemnification hereunder, it being understood that the Indemnified Party and providesPerson shall not, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall Indemnifier, not to be unreasonably withheld withheld, enter into any compromise or delayed)settlement of the Third Party Claim or consent to the entry of any judgment. The Party controlling the defence of the Third Party Claim shall keep the other Party advised of the defence of the Third Party Claim and consider in good faith recommendations made by the other Party with respect thereto.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party nor the Indemnified Party shall not enter into a settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Partyother Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b)9.5. If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person's business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), 9.5(a) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of any Third Party Claim pursuant to Section 7.05, (i) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any Third-with respect to such Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made Party (which consent shall be given if the settlement by its terms (1) obligates the Indemnifying Party to settle a Third-Party Claim without leading to liability or pay the creation of a financial or other obligation on the part full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations liability in connection with such Third-Third Party Claim Claim, (2) fully and finally releases the Indemnified Party completely in connection with such Third Party Claim, and (3) does not impose any obligation or restriction on such Indemnified Party or its Affiliates). If the Indemnifying Party desires to accept and agree to such offer, does not assume the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claims or fails to diligently prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer will not be obligated to settle such Third-Party Claim. If indemnify the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to for any settlement entered into or any judgment consented to without the prior the Indemnifying Party’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding any other provision of this Agreement, whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any liability with respect to, or settles, compromises or discharges, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), then such admission, settlement or compromise will not be binding upon or constitute evidence against the Indemnifying Party for purposes of determining whether the Indemnified Party has incurred Losses that are indemnifiable pursuant to this Article VII or the amount thereof.

Settlement of Third Party Claims. Notwithstanding In the event that the Indemnified Party settles any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Indemnifying Party, except as provided in the Indemnifying Party shall have no further indemnification obligations under this Section 8.03(b)Article XIII with respect to such Third Party Claim; provided, however, that if the Indemnifying Party refuses to defend or otherwise handle such Third Party Claim and it is subsequently determined that the Indemnifying Party is or was obligated to defend or indemnify the Indemnified Party with respect to such Third Party Claim, then the Indemnifying Party shall remain obligated with respect to such settlement amount. If a firm offer is made to settle a Third-the Indemnifying Party Claim without leading to liability or controls the creation defense of a financial or other obligation on any such Third Party Claim, the part Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and provides, in customary form, for unconditionally release the unconditional release of each Indemnified Party from all liabilities and obligations in connection with respect to such Third-Third Party Claim and Claim, without prejudice. In the event that the Indemnifying Party desires proposes a settlement to accept any Third Party Claim with respect to which the Indemnifying Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim, and agree the Indemnified Party withholds its consent to such offersettlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall give written notice have no obligation to that effect to the Indemnified Party. If indemnify the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim under this Article XIII against and in such event, the maximum liability respect of the Indemnifying Party as to amount by which the Losses resulting from such Third-Party Claim shall not final judgment exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)proposed settlement.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the An Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(bParty (which consent shall not be unreasonably withheld or delayed). If a firm firm, written offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim (and does not include any acknowledgment of fault or wrongdoing on the part of the Indemnified Party), and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified PartyParty and shall include such information concerning the terms of such settlement offer and the relevant facts related to such Third-Party Claim as may reasonably be necessary to enable the Indemnified Party to fully evaluate such settlement offer, including a true and complete copy of the settlement offer. If the Indemnified Party fails to consent to such firm offer within ten twenty (20) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms as set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense notice delivered pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)foregoing sentence.

Settlement of Third Party Claims. Notwithstanding any other provision of this Business Transfer Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim (A) without an admission of wrongdoing, (B) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, and (C) provides, in customary form, for the full and unconditional release of each Indemnified Party from all liabilities and IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a8.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a)7.05(a) of this Agreement, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.03(b7.E(2). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim Claim, and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a7.E(1), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Equity Restructuring Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.03(b6.05(b). If a firm offer is made to settle a Third-Third Party Claim (A) without an admission of wrongdoing, (B) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, and (C) provides, in customary form, for the full and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a)defense, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party Party, shall not enter into settlement of any Third-Third Party Claim without the prior written consent (which consent shall not be unreasonably withheld or delayed) of the Indemnified Party, including the Seller Representative as to matters for which recourse is limited solely to the Indemnification Escrow Fund or the R&W Retention Fund, as applicable (but in other instances the consent of each materially affected applicable Seller Party shall be required), except as provided in this Section 8.03(b9.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a9.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).