Common use of Settlement of Third Party Claims Clause in Contracts

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(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 consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 10.3(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 10 ten (10) 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 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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 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 10 fifteen (15) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) and in 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 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding In connection with any other provision of this Agreement, if the Indemnifying Party assumes the defense indemnification claim arising out of a claim or legal Proceeding by a Person who is not a Party, including their respective Affiliates, as applicable (a “Third Party Claim pursuant to Section 10.3(aClaim”), the Indemnifying Party shall have the right, but not enter into settlement the obligation, to participate in or, by giving written notice to 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 without at the prior Indemnifying Party’s sole expense and by the Indemnifying Party’s own counsel, and the Indemnified Party 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 Indemnified Party would then be entitled to recover from the Indemnifying Party under this Article VII. As a condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim, the Indemnifying Party shall, first enter into a written agreement with the Indemnified Party whereby the Indemnifying Party is unconditionally and irrevocably obligated to 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, in each case, in form and substance reasonably satisfactory to the Indemnified Party. Subject to the preceding proviso, the Indemnifying Party shall be entitled to agree to a settlement of, or the stipulation of any judgment arising from, any such Third Party Claim, with the consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, except 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 provided well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (b) in this Section 10.3(b)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. If a firm offer is made to settle From and after the date that the Indemnifying Party assumes the defense of a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of Claim, the Indemnified Party and provides, in customary form, shall not be entitled to any further reimbursement for the unconditional release any fees or disbursement of each Indemnified Party from all liabilities and obligations its legal counsel arising on or after such date in connection with such Third Party Claim Claim; provided, however, that, notwithstanding the foregoing, from and after the date the Indemnifying Party desires 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 accept participate in such contest and agree 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 offerThird 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 give written notice to that effect 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 consent to such firm offer within 10 days after its receipt diligently prosecute the defense of such noticeThird 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 continue to contest may, pay, compromise or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) be indemnified for any and in such eventall Losses based upon, the maximum liability of the Indemnifying Party as arising from or relating to such Third Party Claim shall not exceed the amount of such settlement offer. If (and all reasonable and documented costs or expenses paid or incurred by the Indemnified Party fails 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 consent the provisions of Section 6.6) records and information relating to such firm offer Third Party Claim and also fails by making available, without expense (other than reimbursement of actual out-of-pocket expenses) to assume 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, 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 10.3(a(including providing additional information and explanation of any materials provided hereunder), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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 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 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 10 ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party Indemnitor assumes the defense of a Third any Third-Party Claim pursuant to Section 10.3(a)Claim, neither the Indemnifying Indemnitor nor the Indemnified Party shall not enter into settlement of, or consent to the entry of any Third judgment with respect to, such Third-Party Claim without the prior written consent of the Indemnified Party other (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as otherwise provided in this Section 10.3(b9.4(b). If the Indemnitor and the applicable third party wish to settle, or consent to the entry of any judgment with respect to, a firm offer is made to settle a Third 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 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 10 fourteen (14) days after its receipt of such written 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 Indemnitor as to such Third 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 Third-Party Claim, the Indemnifying Party Indemnitor may settle or consent to the Third 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilitiesjudgment.

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 10.3(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 consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 10 ten (10) 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 of a Third-Party Claim (including without limitation a Customer Claim) pursuant to Section 10.3(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). Notwithstanding In the foregoing, 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 may enter into any settlement in under this Section 6.05(b), as applicable, the prevailing party to such dispute shall be entitled to receive its sole discretion, reasonable attorneys’ fees and costs with respect to any Third Party Claims for Non-Acquired Business Liabilitiessuch dispute.

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 10.3(a), the an Indemnifying Party shall not enter into settlement of any Third a Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 10.3(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 any 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 10 ten (10) 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 within such ten (10) day period 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 10.3(a8.5(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, conditioned or delayed). Notwithstanding For the foregoingavoidance of doubt, the acceptance by an Indemnifying Party of an offer to settle or an Indemnifying Party’s consent to a settlement offer requested by the Indemnified Party, does not establish an obligation by the Indemnifying Party to be responsible for such matter; rather, the Indemnifying Party may enter into any settlement must either consent to be responsible for all or a portion of such Losses, or be found by a court of competent jurisdiction in its sole discretiona final, with respect non-appealable order, to any Third Party Claims be liable for Non-Acquired Business Liabilitiesthe underlying indemnification obligation.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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 and obligations Liabilities 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 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 Party Claim shall not exceed the amount of such settlement offer, and the Purchaser Losses or Seller Losses, as the case may be, incurred by the Indemnified Party prior to the offering of such settlement. 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 10.3(a)) of any Third Party Claim for which the Indemnified Party has acknowledged its obligations to indemnify the Indemnified Party for such Third Party Claim, it shall not agree to any settlement without the written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Equity Restructuring Agreement, if the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 10.3(b6.05(b). If a firm offer is made to settle a 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 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 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) 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 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(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 consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 10.3(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 10 ten (10) 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Business Transfer Agreement, if the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 10.3(b8.05(b). If a firm offer is made to settle a 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 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 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall will not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld or delayed), except as provided in this Section 10.3(b7.05(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 (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 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 10 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 its sole cost and expense) expense and in such event, the maximum liability of the Indemnifying Party as to such Third 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 Third-Party Claim, the Indemnifying Party may settle the Third Third-Party Claim upon the terms set forth in such firm offer Total Release Firm Offer to settle such Third 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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 PartyParty (“Settlement Notice”). If If, within ten days after the Indemnified Party fails to consent to such firm offer within 10 days after its Party’s receipt of such noticea Settlement Notice, the Indemnified Party may continue provides written notice to contest the Indemnifying Party that is does not consent to the proposed settlement offer and that the Indemnified Party will assume the defense of the Third Party Claim (a “Settlement Rejection Notice”), then (i) the Indemnifying Party shall have no further obligation to prosecute the defense of the such Third Party Claim, (ii) the Indemnified Party shall have the full responsibility for the defense or defend settlement of such Third Party Claim and (at the Indemnified Party’s sole cost and expenseiii) 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 provide the Settlement Rejection Notice to such firm offer and also fails to assume defense the Indemnifying Party within ten days after the Indemnified Party’s receipt of such Third Party Claimthe Settlement Notice, then 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 pursuant to Section 10.3(a8.05(a), it shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if neither the Indemnifying Party assumes nor the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Indemnified Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified other Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b)9.5. 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 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 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 10 ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of a any Third Party Claim pursuant to Section 10.3(a)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 with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b). If a firm offer is made 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 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 10 days after its receipt defense of such notice, the Indemnified Party may continue to contest or defend such 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 Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party Claims or fails to consent to such firm offer and also fails to assume diligently prosecute or withdraws from the defense of such 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 10.3(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 the foregoingany other provision of this Agreement, whether or not the Indemnifying Party may enter into shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any settlement in its sole discretion, liability with respect to any to, or settles, compromises or discharges, such Third Party Claims 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 Non-Acquired Business Liabilitiespurposes 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 any other provision of this Agreement, if the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 10.3(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 consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), except as provided in this Section 10.3(b6.5(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 10 ten (10) days after its receipt of such notice, the Indemnified Indemnifying 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 Party Claim, the Indemnifying Party may settle the such 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 pursuant to Section 10.3(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). Notwithstanding If the foregoing, Seller Representative is prevented from directing the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any defense of a Third Party Claims for Non-Acquired Business LiabilitiesClaim 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, if If an Indemnifier elects to assume the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Party shall not enter into settlement defence of any Third Party Claim without as provided in Section 5.4 hereof, the Indemnifier shall not be liable for any 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 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 (which consent Party, the Indemnifier shall not be unreasonably withheld enter into any compromise or delayed), except as provided in this Section 10.3(b)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 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 10 30 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) and and, in such event, the maximum liability of the Indemnifying Party as Indemnifier with respect to such 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 accept plus the costs and expenses of the Indemnified Party prior to the date the Indemnifier notifies the Indemnified Party of the offer of settlement and (b) the actual out-of-pocket amount the Indemnified Party is obligated to pay as a result of continuing to pursue such firm offer and also fails matter, whichever is the lesser. An Indemnifier shall be entitled to assume defense 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 defend 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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, if unless and until the Indemnifying Party assumes has failed to assume the defense of a any Third Party Claim pursuant to Section 10.3(awithin 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 Indemnifying Party shall not enter into settlement of 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 Party (which consent Indemnitee shall not be unreasonably withheld have the right to settle, compromise or delayed), except as provided in this Section 10.3(b). If a firm offer is made to settle a discharge such Third Party Claim without leading to liability or the creation of a financial or other obligation on the part consent of the Indemnified Indemnifying Party and provides, in customary form, for if the unconditional release of each Indemnified Indemnitee releases the Indemnifying Party from all liabilities and obligations in connection 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 desires to accept and agree to such offerreceives notice of a Third Party Claim from Indemnitee, the Indemnifying Party shall give written notice to that effect to has not notified the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within 10 days after Indemnitee of its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 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 may settle shall then have the Third Party Claim upon the terms set forth in option within fifteen days following receipt of such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.notice to:

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party Indemnifying’Party assumes the defense of a any Third Party Claim pursuant to Section 10.3(a)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 with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b). If a firm offer is made 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 Party Claim Claim, (2) fully and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to finally releases the Indemnified PartyParty completely in,oonnection with such Third Party Claim, anci (3) does not iml)ose any obligation or restriction on’sueh In9e111nified Party i or its Affiliates). If the Indemnified Iridemni.fying Party fails to consent to such firm offer within 10 days after its receipt does not assume the defense of such notice, the Indemnified Party may continue to contest or defend such 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 Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party Claims or fails to consent to such firm offer and also fails to assume diligently prosecute or withdraws from the defense of such 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 10.3(a), it shall not agree to for any settlement entered into Oli 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 the foregoingany other provision ofthis Agreement, whether or not the Indemnifying Party may enter into shall 11.ave assumed the defense of aThitd·Party·Claim, if.the Indemnified Party admits any settlement in its sole discretion, liability. with respect to any to, or settles, compromises or discharges·; such Third Party Claims Claim without the Indemnifying Party’s prior written consent (which consent,shall not be unreasonably withheld, delayed or cmiditioned), then such admission, settlement or ..comptomise wili not be binding upon or constitute.evidence against he Indemnifying Party for Non-Acquired Business Liabilitiespurposes-0ftletermining whether the Indemnified Party has incurred Losses that are indemni:fiable pursuantl to ,this Article,VIII or the amount thereof.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 or limitation 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 10 ten (10) business days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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, 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 10.3(a6.5(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(b8.05(b). If The Indemnifying Party shall give prompt written notice to the Indemnified Party if the Indemnifying Party receives a firm offer is made to settle a Third Party Claim without leading that the Indemnifying Party desires to accept. If such firm offer (i) does not involve any financial liability or the creation of a financial obligation or any other obligation on the part of the any Indemnified Party Party, and (ii) provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with (monetary and otherwise) arising from such Third Party Claim, the Indemnified Party shall have ten (10) days after its receipt of such notice to consent to the settlement of such Third Party Claim and the Indemnifying Party desires to accept and agree to as provided in such firm 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 10 days after its receipt of such noticeten (10) day period, the Indemnified Party may continue to contest or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) and Claim, in such event, which event the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of set forth in such settlement firm 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 Claimoffer. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 10.3(a8.05(a)(iv), 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). Notwithstanding anything to the foregoing, the Indemnifying Party may enter into any settlement contrary expressed or implied in its sole discretionthis Section 8.05(b), with respect to any settlement of any Third Party Claims for Non-Acquired Business LiabilitiesClaim brought by any Franchisee, (A) the Seller Indemnitors shall have the right, in their reasonable discretion and without impeding or otherwise delaying the ability to settle such Third Party Claim, to determine and agree to the monetary amount of damages payable to the applicable Franchisees; (B) the Buyer Indemnitees shall have the right, in their reasonable discretion and without impeding or otherwise delaying the ability to settle such Third Party Claim, to determine any ongoing obligations of the Company with respect thereto, including with respect to the Franchisees.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if In the Indemnifying event that the Indemnified Party assumes the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Party shall not enter into settlement of settles any Third Party Claim without the prior written consent of the Indemnified Indemnifying Party, the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except as provided in this have no further indemnification obligations under Section 10.3(b). If a firm offer is made 10.2 with respect to settle a such Third Party Claim without leading Claim; provided, however, that if the Indemnifying Party refuses to liability defend 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 otherwise handle such Third Party Claim and it is subsequently determined that the Indemnifying Party desires is or was obligated to accept and agree defend or indemnify the Indemnified Party with respect to such offerThird Party Claim, then the Indemnifying Party shall give written notice remain obligated with respect to that effect to the Indemnified Partysuch settlement amount. If the Indemnified Party fails to consent to such firm offer within 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 Party Claim shall not exceed controls the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of any such Third Party Claim, the Indemnifying Party may settle shall obtain 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 10.3(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Indemnified Party (which consent 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 unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, 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 have no obligation to indemnify the Indemnified Party under this Article X against and in respect of the amount by which the Damages resulting from such final judgment exceed the amount of the proposed settlement. Notwithstanding the foregoing, in the Indemnifying Party event of a breach or inaccuracy or alleged breach or inaccuracy in the representation of Seller contained in the second sentence of Section 4.7(a), prior to initiating any Action to recover Damages with respect thereto from Seller, Buyer shall fully exhaust all recourse or remedies available to it to collect Damages from the Title Company under the Title Policy, and the amount of any such recovery shall be applied to reduce any amount to which Buyer may enter into any settlement in its sole discretion, be entitled to recover from Seller with respect to any Third Party Claims for Non-Acquired Business Liabilitiessuch breach or inaccuracy; provided that Buyer shall not be prevented from naming Seller as a defendant to protect Buyer's rights under applicable law.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. the Indemnified Party fails to consent to such firm offer within 10 days fifteen (15) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(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 consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 10.3(b9.06(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 10 ten (10) 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.(c)

Settlement of Third Party Claims. The Indemnified Party shall have the right to settle, adjust or compromise any Third Party Claim; provided, however, that if the Indemnified Party settles, adjusts or compromises any such Third Party Claim without the consent of the Indemnifying Party, such settlement, adjustment or compromise shall not be determinative of whether the Indemnified Party is entitled to indemnification hereunder (or the amount of Damages incurred by the Indemnified Party) in connection with such Third Party Claim (it being understood that if the Indemnified Party requests that the Indemnifying Party’s consent to a settlement, adjustment or compromise, the Indemnifying Party shall not unreasonably withhold or delay such consent). Notwithstanding any other provision of this Agreement, if the Indemnified Party elects to have the Indemnifying Party assumes assume the defense of a Third Party Claim pursuant to Section 10.3(a7.04(a), the Indemnifying Party shall not enter into settlement of any the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b7.04(b). If a firm offer is made to settle a the 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 10 ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(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 consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b7.05(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 10 days ten (10) Business 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b8.3(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 10 ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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, 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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 (or, if the Indemnifying Party is a Seller, the Sellers’ Representative) shall give written notice to that effect to the Indemnified PartyParty (or, if the Indemnified Party is a Seller, the Sellers’ Representative). If the Indemnified Party or the Sellers’ Representative, as applicable, fails to consent to such firm offer within 10 ten (10) days after its receipt of such notice, the Indemnified Party or the Sellers’ Representative, as applicable, may continue to contest or defend such 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 Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party (or, if the Indemnified Party is a Seller, the Sellers’ Representative) fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party (or, if the Indemnified Party is a Seller, the Sellers’ Representative) 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 or the Sellers’ Representative, as applicable, has assumed the defense pursuant to Section 10.3(a8.05(a), he, she or it shall not agree to any settlement without the written consent of the Indemnifying Party (or, if the Indemnifying Party is a Seller, the Seller’s Representative) (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes validly elects to assume and control the defense of a Third Party Claim pursuant to Section 10.3(a)Claim, then: (i) the Indemnifying Party shall will not enter into be liable for any settlement of such Third Party Claim effected without its consent, which consent will not unreasonably be withheld, conditioned, or delayed; (ii) the Indemnifying Party may settle such Third Party Claim (other than any Third Party Claim related or attributable to Taxes) without the consent of the Indemnified Party if (A) all monetary damages payable in respect of the Third Party Claim are paid by the Indemnifying Party, (B) the Indemnified Party receives a full, complete, and unconditional release in respect of the Third Party Claim without any admission or finding of obligation, Liability, fault, or guilt (criminal or otherwise) with respect to the Third Party Claim, and (C) no injunctive, extraordinary, equitable, or other relief of any kind is imposed on the Indemnified Party or any of its Affiliates; and (iii) the Indemnifying Party may otherwise settle such Third-Party Claim only with the consent of the Indemnified Party, which consent will not unreasonably be withheld, conditioned, or delayed. Notwithstanding any other provision of this Agreement, if the Indemnifying Party does not have the right to defend or direct the defense of any Third Party Claim without pursuant to Section 6.05(a), then the prior written consent of the Indemnified Indemnifying Party (which consent shall will not be unreasonably withheld or delayed), except as provided in this Section 10.3(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation liable for any settlement 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 offereffected without its consent, 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 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall will not unreasonably be unreasonably withheld withheld, conditioned, or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding If the Indemnitor and the applicable third party wish to settle, or consent to the entry of any other provision of this Agreementjudgment with respect to, if the Indemnifying Party assumes the defense of a Third Third-Party Claim pursuant to Section 10.3(a), and the Indemnifying Party shall proposed settlement or judgment (i) does not enter into settlement of include any Third Party Claim without the prior written consent of monetary damages payable by the Indemnified Party and provides for the payment by the Indemnitor of money as sole relief for the claimant, (which consent shall ii) does not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 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 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 10 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 (at the Indemnified Party’s sole cost and expense) 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 Exhibit 2.1 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 10.3(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 or delayed)subject to this Article IX. Notwithstanding 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 foregoingright in any particular circumstance, the Indemnifying Party may enter into any settlement 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 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 Third Party Claims for Non-Acquired Business Liabilitiesamounts 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 a Third Party Claim pursuant to Section 10.3(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 consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b5.5(c). 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 10 days after its such Person’s 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 controls or has assumed the defense pursuant to Section 10.3(a5.5(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). Notwithstanding The foregoing provisions of this Section 5.5(c) shall not apply to a Third-Party Claim made or brought by a Governmental Authority, it being agreed that the foregoing, Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business LiabilitiesParty.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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 that 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 that 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 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party (which has assumed the defense pursuant to Section 8.05(a) because the Indemnifying Party has elected not to compromise or defend such Third Party Claim, failed to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or failed to diligently prosecute the defense of such Third Party Claim, such written consent of the Indemnifying Party shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilitiesrequired.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(b8.06(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. UCYCLYD / HYPERION ASSET PURCHASE AGREEMENT 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 10 days *** after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(a8.06(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if If an Indemnitor elects to assume the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Party shall not enter into settlement defence of any Third Party Claim as provided in Section 5.8, the Indemnitor shall not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defence of 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 Indemnitor fails to take reasonable steps necessary to defend diligently such Third Party Claim within thirty (30) days after receiving notice from the Indemnitee that the Indemnitee believes on reasonable grounds that the Indemnitor 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 Indemnitor shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnitor shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld Indemnitee, enter into any compromise or delayed), except as provided in this Section 10.3(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation settlement 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 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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, which would lead to liability or create any other obligation, financial or otherwise, on 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business LiabilitiesIndemnitee.

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 10.3(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 consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 10 ten (10) calendar 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, except with respect to any Third Third-Party Claims for Non-Acquired Business Liabilitiesrelated to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of a any Third Party Claim pursuant to Section 10.3(a)7.5, (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 with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b). If a firm offer is made 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 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 10 days after its receipt defense of such notice, the Indemnified Party may continue to contest or defend such 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 Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party Claims or fails to consent to such firm offer and also fails to assume diligently prosecute or withdraws from the defense of such 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 10.3(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 the foregoingany other provision of this Agreement, whether or not the Indemnifying Party may enter into shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any settlement in its sole discretion, liability with respect to any to, or settles, compromises or discharges, such Third Party Claims 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 Non-Acquired Business Liabilitiespurposes of determining whether the Indemnified Party has incurred Damages that are indemnifiable pursuant to this section or the amount thereof.

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 10.3(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 consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 10.3(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 10 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 10.3(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 withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a)or Sellers’ Representative, the Indemnifying Party as applicable, shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Sellers’ Representative, as applicable, except as provided in this Section 10.3(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 or Sellers’ Representative, as applicable, desires to accept and agree to such offer, the Indemnifying Party or Sellers’ Representative, as applicable, shall give written notice to that effect to the Indemnified PartyParty or Sellers’ Representative, as applicable. If the Indemnified Party or Sellers’ Representative, as applicable, fails to consent to such firm offer within 10 ten (10) days after its his receipt of such notice, the Indemnified Party or Sellers’ Representative, as applicable, may continue to contest or defend such 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 Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party or Sellers’ Representative, as applicable, fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party or Sellers’ Representative, as applicable, 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 or Sellers’ Representative, as applicable, has assumed the defense pursuant to Section 10.3(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party or Sellers’ Representative, as applicable (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(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 consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b‎Section 7.05(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 10 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 10.3(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). Notwithstanding [***] = Information that has been omitted and submitted separately to the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims Securities and Exchange Commission and for Non-Acquired Business Liabilitieswhich confidential treatment has been requested.

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 10.3(a), the Indemnifying Party shall may not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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, which settlement would not involve any admission of wrongdoing or liability on the part of the Indemnified Party and which 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 10 days Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 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 10.3(a7.05(a), it shall may not agree to any settlement without the written consent of the Indemnifying Party (which consent shall is not to be unreasonably withheld or delayed)) except that such consent will not be required if any payment that is required to be made as a result of that settlement is to be paid from the Indemnity Escrow Amount. Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.61

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 10.3(a), the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 or other Affiliates 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 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 10 ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(a), 6.5(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(b11.6(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 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 10 thirty (30) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(a11.6(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). Notwithstanding ; provided, however, that in the foregoingevent that the Indemnifying Party, having failed to assume the defense of a Third Party Claim as permitted by this Section 11.6(b), fails to consent to a compromise or settlement recommended by the Indemnified Party that would result in Damages not in excess of the Cap, and the Third Party Claim ultimately results in Damages in excess of the Cap, then so long as the Indemnified Party continues to vigorously defend such matter in good faith, the Indemnifying Party may enter into any settlement in its sole discretion, shall be liable to the Indemnified Party for all Damages with respect to any such Third Party Claims for Non-Acquired Business LiabilitiesClaim, any Damages in excess of the Cap.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified 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 10.3(b8.05(c). If a firm settlement offer is made to settle a 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 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 10 thirty (30) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm settlement offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(b6.4(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 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 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 10 ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(a), 6.4(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 10.3(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 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 PartyParty (the “Settlement Notice”). If If, within twenty-one (21) days after the Indemnified Party fails to consent to such firm offer within 10 days after its Party’s receipt of such noticea Settlement Notice, the Indemnified Party may continue provides written notice to contest or defend such the Indemnifying Party that it does not consent to the proposed settlement offer and that the Indemnified Party will assume the defense of the Third Party Claim (at a “Settlement Rejection Notice”), then (i) the Indemnifying Party shall have no further obligation to prosecute the defense of such Third Party Claim, (ii) the Indemnified Party’s sole cost Party shall have the full responsibility for the defense or settlement of such Third Party Claim, and expense(iii) 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 provide the Settlement Rejection Notice to such firm offer and also fails to assume defense the Indemnifying Party within ten (10) days after the Indemnified Party’s receipt of such Third Party Claimthe Settlement Notice, then 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 pursuant to Section 10.3(a9.05(a), it shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

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 10.3(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 consent shall not be unreasonably withheld withheld, conditioned, or delayed), except as provided in this Section 10.3(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 10 days ten (10) Business 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 10.3(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). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of (b) this Agreement, if the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.3(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 10 ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such 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 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 10.3(a7.5(a), Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 83 of 159 000220 EXECUTION VERSION it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnifying Party may enter into any settlement in its sole discretion, with respect to any Third Party Claims for Non-Acquired Business Liabilities.