Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c). 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 such Person’s receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall will not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld or delayed), except as provided in this Section 5.5(c7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party (other than any such liability or obligation satisfied by the Indemnifying Party) and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations PR01/ 1485553.8 in connection with such Third-Party ClaimClaim (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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim at its sole cost and expense and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall will not exceed the amount of such settlement offerTotal Release Firm Offer. If the Indemnified Party fails to consent to such firm offer Total Release Firm Offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer Total Release Firm Offer to settle such Third-Party Claim. If a firm offer (other than a Total Release Firm Offer) is made to settle a Third-Party Claim, the Indemnified Indemnifying Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without its prior written consent (and if the Purchaser is the Indemnified Party, no amounts payable in respect of any Third-such settlement or compromise of a Third Party Claim made without the prior written consent of the Indemnifying Party shall be taken into account in the computation of the Cumulative Threshold Amount). In such connection, in the event that (x) the Indemnified Party (which consent or if the Purchaser is the Indemnified Party, the Company) shall not be unreasonably withheld receive from a Third Party or delayed), except as provided in this Section 5.5(c). 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 (y) the Indemnified Party and provides(or if the Purchaser is the Indemnified Party, in customary formthe Company) shall propose to make to a Third Party, for an offer of settlement of a Third Party Claim (a "Settlement Offer"), the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim, and shall notify the Indemnifying Party desires of such Settlement Offer as promptly as practicable upon receipt thereof from the Third Party and reasonably in advance of responding thereto, or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related available supporting documentation reasonably required to accept and agree to such offer, enable the Indemnifying Party to assess the relative merits of the Settlement Offer. At the reasonable request of either the Indemnified Party or the Indemnifying Party, the Parties will consult in good faith with respect to any such Settlement Offer. The Indemnifying Party shall give written notice then determine in the exercise of its own business judgment whether or not to consent to the Settlement Offer. In the event that effect to a Settlement Offer is received which the Indemnifying Party, but not the Indemnified Party. If the Indemnified Party fails , is willing to consent to such firm offer within 10 days after such Person’s receipt of such noticeaccept, the Indemnified Party may elect to continue to contest or defend the defense of such Third-Third Party Claim and at its own expense, in such event, which case the maximum liability of the Indemnifying Party as shall be limited to such Third-Party Claim shall not exceed the lesser of: (i) the amount of such settlement offer. If Damages calculated as if the Third Party Claim were settled in accordance with the proposed Settlement Offer; and (ii) the Damages actually suffered by the Indemnified Party fails to consent to such firm offer and also fails to assume defense (or, if the Purchaser is the Indemnified Party, the Company), taking into account the final determination of such Third-the Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c7.5(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 obligation, sanction or restriction 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 ten (10) days after such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the value or 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 controls or has assumed the defense pursuant to Section 5.5(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The foregoing provisions of this Section 5.5(c) shall not apply to a Third-Party Claim made or brought by a Governmental AuthorityIn the event, it being agreed however, that the Indemnified Party may defend and settle settles any such Third-Party Claim claim without the written consent of the Indemnifying PartyParty (in violation of the previous sentence), then, in that event, the Indemnifying Party shall be relieved of its obligations to indemnify hereunder unless such Indemnifying Party has acted unreasonably in withholding its consent.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without its prior written consent (and if the Purchaser is the Indemnified Party, no amounts payable in respect of any Third-such settlement or compromise of a Third Party Claim made without the prior written consent of the Indemnifying Party shall be taken into account in the computation of the Cumulative Threshold Amount). In such connection, in the event that (x) the Indemnified Party (which consent or if the Purchaser is the Indemnified Party, the Company) shall not be unreasonably withheld receive from a Third Party or delayed), except as provided in this Section 5.5(c). 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 (y) the Indemnified Party and provides(or if the Purchaser is the Indemnified Party, in customary formthe Company) shall propose to make to a Third Party, for an offer of settlement of a Third Party Claim (a “Settlement Offer”), the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim, and shall notify the Indemnifying Party desires of such Settlement Offer as promptly as practicable upon receipt thereof from the Third Party and reasonably in advance of responding thereto, or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related available supporting documentation reasonably required to accept and agree to such offer, enable the Indemnifying Party to assess the relative merits of the Settlement Offer. At the reasonable request of either the Indemnified Party or the Indemnifying Party, the Parties will consult in good faith with respect to any such Settlement Offer. The Indemnifying Party shall give written notice then determine in the exercise of its own business judgment whether or not to consent to the Settlement Offer. In the event that effect to a Settlement Offer is received which the Indemnifying Party, but not the Indemnified Party. If the Indemnified Party fails , is willing to consent to such firm offer within 10 days after such Person’s receipt of such noticeaccept, the Indemnified Party may elect to continue to contest or defend the defense of such Third-Third Party Claim and at its own expense, in such event, which case the maximum liability of the Indemnifying Party as shall be limited to such Third-Party Claim shall not exceed the lesser of: (i) the amount of such settlement offer. If Damages calculated as if the Third Party Claim were settled in accordance with the proposed Settlement Offer; and (ii) the Damages actually suffered by the Indemnified Party fails to consent to such firm offer and also fails to assume defense (or, if the Purchaser is the Indemnified Party, the Company), taking into account the final determination of such Third-the Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c6.05(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 ten days after such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c‎Section 7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). The foregoing provisions of this Section 5.5(c) shall not apply [***] = Information that has been omitted and submitted separately to a Third-Party Claim made or brought by a Governmental Authority, it being agreed that the Indemnified Party may defend Securities and settle any such Third-Party Claim without the consent of the Indemnifying PartyExchange Commission and for which confidential treatment has been requested.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 5.5(c9.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim, Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified 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 such PersonParty’s receipt of such noticea Settlement Notice, the Indemnified Party may continue provides written notice to contest or defend such Third-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 (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 shall have the full responsibility for the defense or settlement of such Third Party Claim, and in such event, (iii) 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 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-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 of a Third Party Claim pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Business Transfer Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c8.05(b). If a firm offer is made to settle a Third-Third Party Claim (A) without an admission of wrongdoing, (B) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, and (C) provides, in customary form, for the full and unconditional release of each Indemnified Party from all liabilities and IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" obligations in connection with such Third-Third Party Claim, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c9.06(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.(c)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c9.5(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, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Third- Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). The foregoing provisions of this Section 5.5(c) shall not apply , except with respect to a Third-Party Claim made or brought by a Governmental Authority, it being agreed that the Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying PartyClaims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 5.5(c8.05(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-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-Third Party Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Indemnified Party shall give written have ten (10) days after its receipt of such notice to that effect consent to the Indemnified Partysettlement of such Third Party Claim as provided in such firm offer. If the Indemnified Party fails to consent to such firm offer within 10 days after such Person’s receipt of such noticeten (10) day period, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and Claim, in such event, which event the maximum liability of the Indemnifying Party as to such Third-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-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-Party Claimoffer. If the Indemnified Party controls or has assumed the defense of a Third Party Claim pursuant to Section 5.5(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). The foregoing provisions of Notwithstanding anything to the contrary expressed or implied in this Section 5.5(c) shall not apply 8.05(b), with respect to a Third-any settlement of any Third Party Claim made or brought by a Governmental Authorityany Franchisee, it being agreed that (A) the Indemnified Seller Indemnitors shall have the right, in their reasonable discretion and without impeding or otherwise delaying the ability to settle such Third Party may defend 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 such Third-Party Claim without the consent ongoing obligations of the Indemnifying PartyCompany with respect thereto, including with respect to the Franchisees.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), except as provided in this Section 5.5(c6.5(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, 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 such Person’s its receipt of such notice, the Indemnified Indemnifying Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-such Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party controls or has assumed the defense of a Third Party Claim pursuant to Section 5.5(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). The foregoing provisions If the Seller Representative is prevented from directing the defense of this Section 5.5(c) shall not apply to a Third-Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or brought by a Governmental Authority, it being agreed that the Indemnified Party may defend and settle any compromise such Third-asserted Third Party Claim without the prior written consent of the Indemnifying PartySeller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-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 5.5(c8.05(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 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-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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). The foregoing provisions of this Section 5.5(c) shall not apply to a Third-Party Claim made or brought by a Governmental AuthorityParty; provided, it being agreed however, that if the Indemnified Party may has assumed the defense pursuant to Section 8.05(a) because the Indemnifying Party has elected not to compromise or defend and settle any such Third-Third Party Claim without 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 PartyParty shall not be required.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c8.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability Liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities Liabilities and obligations in connection with such Third-Party Claim, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Equity Restructuring Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c6.05(b). If a firm offer is made to settle a Third-Third Party Claim (A) without an admission of wrongdoing, (B) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, and (C) provides, in customary form, for the full and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-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 5.5(c8.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, involves no finding or admission of any violation of laws or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

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 assume the defense of a Third Party Claim pursuant to Section 7.04(a), the Indemnifying Party shall not enter into settlement of any Third-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 5.5(c7.04(b). If a firm offer is made to settle a Third-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-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 ten (10) days after such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without its prior written consent and no amounts payable in respect of any Third-such settlement or compromise of a Third Party Claim made without the prior written consent of the Indemnifying Party shall be due by the Indemnifying Party. In such connection, in the event the Indemnified Party (which consent or the Company) shall not be unreasonably withheld (x) receive from a Third Party or delayed(y) propose to make to a Third Party, an offer of settlement of a Third Party Claim (a “Settlement Offer”), except as provided in this Section 5.5(c). 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 shall notify the Indemnifying Party desires of such Settlement Offer promptly upon receipt thereof from the Third Party and reasonably in advance of responding thereto, or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related supporting documentation reasonably required to accept and agree to such offer, enable the Indemnifying Party shall give written notice to that effect to assess the Indemnified Partyrelative merits of the Settlement Offer. If At the reasonable request of either the Indemnified Party fails or the Indemnifying Party, the Parties will consult in good faith with respect to consent any such Settlement Offer. In the event that a Settlement Offer is received which the Indemnifying Party, but not the Indemnified Party is willing to such firm offer within 10 days after such Person’s receipt of such noticeaccept, the Indemnified Party may elect to continue to contest or defend the defense of such Third-Third Party Claim and at its own expense, in such event, which case the maximum liability of the Indemnifying Party shall be capped at Damages calculated as to such Third-if the Third Party Claim shall not exceed were settled in accordance with the amount of such settlement offer. If 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 controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Partyproposed Settlement Offer.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 5.5(c8.06(b). If a firm offer is made to settle a Third-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-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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third-Third Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c7.05(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 days ten (10) Business Days after such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c7.5(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, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c6.05(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 ten (10) days after such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense of a Third-Party Claim (including without limitation a Customer Claim) pursuant to Section 5.5(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). The foregoing provisions of this Section 5.5(c) shall In the event that a dispute arises as to whether consent that may not apply to a Third-Party Claim made be unreasonably withheld or brought delayed has been unreasonably withheld or delayed by a Governmental Authority, it being agreed that either the Indemnified Party may defend and settle any such Third-Party Claim without the consent of or the Indemnifying PartyParty under this Section 6.05(b), as applicable, the prevailing party to such dispute shall be entitled to receive its reasonable attorneys’ fees and costs with respect to such dispute.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c11.05(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 ten (10) days after such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(a11.05(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), except as provided in this Section 5.5(c7.5(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, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or subject the Indemnified Party to injunctive or other equitable relief and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offeroffer plus the costs and expenses of defending such Third Party Claim incurred prior to such notice. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(a7.05(a), it shall not agree to any settlement without unless (i) the written consent settlement of the Third-Party Claim will not lead to liability or the creation of a financial or other obligation on the part of the Indemnifying Party or subject the Indemnifying Party to injunctive or other equitable relief and provides, in customary form, for the unconditional release of each Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim, or (ii) the Indemnifying Party provides its written consent to such settlement (which consent shall not be unreasonably withheld or delayed). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding Where the Indemnifier has agreed to assume the defence of any other provision of this AgreementThird Party Claim, and, thereafter, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnifying Indemnified Party shall not enter into settlement may, at its option, elect to assume the defence of any Third-and to compromise or settle the Third Party Claim without assisted by counsel of its own choosing (provided that the Indemnified Party may not, as part of the settlement or compromise, require the Indemnifier to admit any liability or assume any financial or other material obligation) and, subject to Section 5.2, the Indemnifier shall be liable for any Loss of the Indemnified Party in connection with such Third Party Claim, provided that the Indemnified Party is entitled to indemnification hereunder in respect of such Loss. 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 5.5(c). If a firm offer is made to settle a Third-settlement of any Third Party Claim without leading which would lead to liability or the creation of a create any financial or other material obligation on the part of the Indemnified Party. In the event that the Indemnifier agrees to assume the defence of any Third Party and providesClaim and, in customary formthereafter, it is determined that such Third Party Claim was not a Claim for which the unconditional release of each Indemnified Party from was entitled to indemnification hereunder, all liabilities and obligations reasonable costs incurred by the Indemnifier in connection with such Third-Party Claim, defence and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party determination shall give written notice to that effect to the Indemnified Party. If be reimbursed by the Indemnified Party fails (such costs being deemed to consent to such firm offer within 10 days after such Person’s receipt of such notice, be a Loss for which the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). The foregoing provisions of this Section 5.5(c) 5.12 shall not apply to a Third-Party Claim made or brought by a Governmental Authority, it being agreed that the Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Partyapply).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 5.5(c9.5(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, 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 such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(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). 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 Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(c7.5(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 substantive 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 ten (10) days after such Person’s its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 5.5(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The foregoing provisions of this Section 5.5(c) shall not apply to a Third-Party Claim made or brought by a Governmental AuthorityIn the event, it being agreed however, that the Indemnified Party may defend and settle settles any such Third-Party Claim claim without the written consent of the Indemnifying PartyParty (in violation of the previous sentence), then, in that event, the Indemnifying Party shall be relieved of its obligations to indemnify hereunder unless such Indemnifying Party has acted unreasonably in withholding its consent.