Common use of Settlement Clause in Contracts

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's ’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall will have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Lossloss, on such terms as the indemnifying Party, in its sole discretion, shall will deem appropriate. With respect to all other Losses losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a10.3.2(a), the indemnifying Party shall will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss loss provided it obtains the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld or delayed). The indemnifying Party shall will not be liable for any settlement or other disposition of a Loss loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)13.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

Settlement. With Except as otherwise contemplated by Article 6, with respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any mannerrelief, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)9.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party, not to be unreasonably withheld, conditioned or delayed.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a6.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the IndemniteeIndemnified Party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(aArticle 10.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's ’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)8.3.2.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense defence of the Third Party Claim in accordance with Section 9.3.2(a)8.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defence of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party.Party (which consent shall not be unreasonably withheld, conditioned or delayed). ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a7.3(b), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a7.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)8.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any mannerrelief, and as to which the indemnifying Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)13.4.1, the indemnifying Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying If the Indemnifying Party shall does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Indemnitee that is reached without Third Party Claim as provided above, the written consent of the indemnifying Party. Regardless of whether the indemnifying Indemnified Party chooses to may defend or prosecute any against such Third Party Claim, no Indemnitee shall admit any liability provided that with respect toto any Losses for which the Indemnified Party intends to seek indemnification hereunder, the Indemnified Party shall not consent to the entry of any judgment, enter into any settlement or settle, compromise or discharge, any Third otherwise dispose of such Loss without providing to the Indemnifying Party Claim without reasonable prior notice and an opportunity to discuss the prior written consent of the indemnifying Partyproposed action.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)14.5, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided, that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party, not to be unreasonably withheld or delayed.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a8.3(b), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With Except as otherwise contemplated by Article 6, with respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any mannerrelief, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)9.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party., not to be unreasonably withheld, conditioned or delayed. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's ’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall will have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a), the indemnifying Party shall will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld or delayed). The indemnifying Party shall will not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)8.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether If the indemnifying Party chooses to defend or prosecute any does not assume and conduct the defense of a Third Party ClaimClaim as provided above, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any the Indemnified Party may defend against such Third Party Claim and may settle such Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a8.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a12.3(b)(i), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall will have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Lossloss, on such terms as the indemnifying Party, in its sole discretion, shall will deem appropriate. With respect to all other Losses losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a10.3.2(a), the indemnifying Party shall will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss loss provided it obtains the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld or delayed). The indemnifying Party shall will not be liable for any settlement or other disposition of a Loss loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result resulting in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any mannerrelief, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party. The If the indemnifying Party shall does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Indemnitee that is reached without Third Party Claim as provided above, the written consent of the indemnifying PartyIndemnified Party may defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the Indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)this Agreement, the indemnifying Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the IndemniteeIndemnified Party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a9.3(b)(i), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)9.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the IndemniteeIndemnified Party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a11.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's ’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a16.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a7.4(b), the indemnifying Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). The indemnifying Indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee the Indemnified Party that is reached without the written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, not to be unreasonably withheld, conditioned, or delayed.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnitee becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Indemnifying Party shall will have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Indemnifying Party shall will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriate (provided, however that such terms shall deem appropriateinclude a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)13.3, the indemnifying Indemnifying Party shall will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not will be unreasonably withheld or delayedat the Indemnified Party's reasonable discretion). The indemnifying Indemnifying Party shall that has assumed the defense of the Third Party Claim in accordance with Section 13.3 will not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying PartyThird Party Claim in accordance with Section 13.3.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnitee becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Indemnifying Party shall will have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Indemnifying Party shall will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriate (provided, however that such terms shall deem appropriateinclude a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.3, the indemnifying Indemnifying Party shall will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not will be unreasonably withheld or delayedat the Indemnified Party's reasonable discretion). The indemnifying Indemnifying Party shall that has assumed the defense of the Third Party Claim in accordance with Section 11.3 will not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying PartyThird Party Claim in accordance with Section 11.3.

Settlement. With Except as otherwise contemplated by Article 6, with respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any mannerrelief, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)9.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party., not to be unreasonably withheld, conditioned or delayed. 9.4.4

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a7.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any 20 106 settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)14.3.2, the indemnifying Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). The indemnifying Indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee the Indemnified Party that is reached without the written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, not to be unreasonably withheld, conditioned, or delayed.

Settlement. With respect to any Losses relating solely to the payment of money damages by the Indemnifying Party in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossLoss (but not extending to any admission by any of the other Party’s indemnitees), on such terms as the indemnifying Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a8.3.2 (Control of Defense), the indemnifying Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The indemnifying If the Indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyIndemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party ClaimsLosses, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)Loss, the indemnifying Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party ClaimLoss, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or dischargedispose of, any Third Party Claim Loss without the prior written consent of the indemnifying PartyIndemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a9.3(ii), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any mannerrelief, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)12.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss. If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided it obtains the prior written consent of above, the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying may defend against such Third Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying PartyClaim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a10.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be ***Portion for which confidential treatment requested. unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will do not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)9.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party, not to be unreasonably withheld, conditioned or delayed. [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)12.4.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Partyparty, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a9.3(b)(i), the indemnifying Party party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Partyparty. Regardless of whether the indemnifying Party party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a9.2(c)(ii)(l), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss, provided it obtains the prior written consent of the Indemnified Party, without limitation on the right of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)to enter into any settlement reasonably necessary under the circumstances. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss any Losses by an Indemnitee the Indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether , unless such settlement or disposition was reasonably necessary under the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Partycircumstances.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's ’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Partyparty, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)16.7, the indemnifying Party party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Partyparty. Regardless of whether the indemnifying Party party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Partyparty, except in the event the Indemnified Party has assumed control of the defense of such Third Party Claim pursuant to Section 16.8(b).

Settlement. With respect to any monetary Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunderClaim, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, at its own cost and expense, on such terms as the indemnifying Indemnifying Party, in its sole discretion, shall deem appropriate. With respect ; provided that such settlement shall not result in the Indemnified Party’s becoming subject to all injunctive or other Losses in connection with Third Party Claims, where non-monetary relief materially adversely affecting the indemnifying Party has assumed the defense business of the Third Party Claim in accordance with Section 9.3.2(a)Indemnified Party. For any other settlement, the indemnifying Indemnifying Party shall have authority the right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided only if it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying If the Indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, then the Indemnified Party may defend against such Third Party Claim at the Indemnifying Party’s cost and expense; provided that the Indemnified Party shall not be liable for have the right to consent to the entry of any judgment, enter into any settlement or other disposition otherwise dispose of a such Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without only if it obtains the prior written consent of the indemnifying PartyIndemnifying Party (which consent shall not be unreasonably withheld or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Partyparty, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a12.3.2(i), the indemnifying Party party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Partyparty. Regardless of whether the indemnifying Party party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a10.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(aClause 9.3(b) (Control of Defense), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided, that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Third-Party Claim and that will not result in the Indemnitee's Indemnitee becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Third-Party Claims, where the indemnifying Party has assumed the defense of the Third Third-Party Claim in accordance with Section 9.3.2(a)9.5.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Third-Party Claim without the prior written consent of the indemnifying Party, not to be unreasonably withheld or delayed.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)8.3.2.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a10.3.2 (Control of Defense), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.5, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided , that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party., not to be unreasonably withheld or delayed

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the IndemniteeIndemnified Party's becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Partyparty, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a9.3(b)(i), the indemnifying Party party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee Indemnified Party that is reached without the written consent of the indemnifying Partyparty. Regardless of whether the indemnifying Party party chooses to defend or prosecute any Third Party Claim, no Indemnitee Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Partyparty.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's ’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Partyparty, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)15.8, the indemnifying Party party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Partyparty. Regardless of whether the indemnifying Party party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Partyparty, except in the event the Indemnified Party has assumed control of the defense of such Third Party Claim pursuant to Section 15.9(b).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the applicable Indemnitee's ’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the applicable Indemnitee in any manner, manner or the admission or attribution of liability by or to the Indemnified Party or any Indemnitee and as to which the indemnifying Indemnifying Party shall have acknowledged in writing the obligation to indemnify the applicable Indemnitee hereunder, the indemnifying Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)12.3.2, the indemnifying Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The indemnifying If the Indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided, further, that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyIndemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)12.5.2.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee indemnified Party shall admit any liability with respect to, ***Portion for which confidential treatment requested. or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. 141 Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)14.5, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided, that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party, not to be unreasonably withheld or delayed.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.5, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided, that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party., not to be unreasonably withheld or delayed

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has Patxx xxs assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a7.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)9.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in ​ ​ connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a11.3(b), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)12.5.2.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affect the business or interests of the Indemnitee Indemnified Party in any manner, manner and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee applicable indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(aClause 9.3(b) (Control of Defense), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided, that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnitee's Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect affecting the business of the Indemnitee Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a)11.5, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided, that the Indemnified Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, settle any Third Party Claim without the prior written consent of the indemnifying Party., not to be unreasonably withheld or delayed