Common use of Settlement of Third Party Claims Clause in Contracts

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

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned), delayed) unless such settlement or judgment will result in the Indemnified Party being liable for an amount of Losses which are not indemnified hereunder that are in excess of the amounts for which the Indemnified Party is indemnified hereunder and except as provided in this Section 6.5(b8.05(c). If a firm settlement offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation or any harm whatsoever on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such settlement offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm settlement offer within ten thirty (1030) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm settlement offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm settlement offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a8.05(b), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned)Party, except as provided in this Section 6.5(b9.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party (the “Settlement Notice”). If, within twenty-one (21) days after the Indemnified Party. If ’s receipt of a Settlement Notice, the Indemnified Party fails provides written notice to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Party may continue that it does not consent to contest or defend such Third-the proposed settlement offer and that the Indemnified Party will assume the defense of the Third Party Claim (a “Settlement Rejection Notice”), then (i) the Indemnifying Party shall have no further obligation to prosecute the defense of such Third Party Claim, (ii) the Indemnified Party shall have the full responsibility for the defense or settlement of such Third Party Claim, and in such event, (iii) the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent provide the Settlement Rejection Notice to such firm offer and also fails to assume defense the Indemnifying Party within ten (10) days after the Indemnified Party’s receipt of such Third Party Claimthe Settlement Notice, then the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a9.05(a), it shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding In connection with any other provision indemnification claim arising out of this Agreementa claim or legal Proceeding by a Person who is not a Party, including their respective Affiliates, as applicable (a “Third Party Claim”), the Indemnifying Party shall have the right, but not the obligation, to participate in or, by giving written notice to the Indemnified Party not later than thirty (30) days following Indemnifying Party’s receipt of the Third Party Claim notice, to assume the defense of any Third Party Claim at the Indemnifying Party’s sole expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (i) the Indemnified Party believes in its good faith judgment would be detrimental to, or materially injure, the Xxxxx Brand or the reputation or future business prospects the Xxxxx Xxxxx or Indemnified Party if an adverse determination were rendered with respect thereto, (ii) relates to or arises in connection with any criminal or quasi-criminal Proceeding, indictment or allegation, (iii) seeks an injunction or other equitable relief against the Indemnified Party or (iv) the Indemnified Party believes in its good faith judgment could result in Losses in excess of the maximum amount that such Indemnified Party would then be entitled to recover from the Indemnifying Party under this Article VII. As a condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim, the Indemnifying Party shall, first enter into a written agreement with the Indemnified Party whereby the Indemnifying Party is unconditionally and irrevocably obligated to pay and satisfy any Losses which may arise with respect to such Third Party Claim and provide evidence of its ability to satisfy such obligation, in each case, in form and substance reasonably satisfactory to the Indemnified Party. Subject to the preceding proviso, the Indemnifying Party shall be entitled to agree to a settlement of, or the stipulation of any Third-judgment arising from, any such Third Party Claim without Claim, with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, that no such consent shall be required from the Indemnified Party if (a) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), except as provided (b) in this Section 6.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation case of a financial or other obligation on settlement, the part settlement is conditioned upon a release by the claimant of the Indemnified Party Party, and provides(c) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party, impose any restriction upon its use of the Xxxxx Brand or otherwise adversely affect the Xxxxx Business or result in customary form, for injunctive or other equitable relief of any nature imposed against any Indemnified Party. From and after the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and date that the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed assumes the defense of a Third Party Claim, the Indemnified Party shall not be entitled to any further reimbursement for any fees or disbursement of its legal counsel arising on or after such date in connection with such Third Party Claim; provided, however, that, notwithstanding the foregoing, from and after the date the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which cost and expense shall not constitute a Loss) to participate in such contest and defense and to be represented by attorneys of its own choosing; provided, further that, (i) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party that are incurred prior to the date the Indemnifying Party assumes control of the defense of such Third Party Claim and (ii) if, in the reasonable opinion of counsel to the Indemnified Party there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. To the extent the Indemnified Party takes over the defense of any such claim pursuant to the proviso contained in the first sentence of this Section 6.5(a), it 7.5 the Indemnified Party shall not agree consent to any settlement of, or the stipulation of any judgment arising from, any such Third Party Claim, without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld, delayed or conditioned). If the Seller Representative is prevented from directing the defense of Indemnifying Party elects not to compromise or defend a Third Party Claim pursuant Claim, fails to clause (z) timely notify the Indemnified Party in writing of its election to defend as provided in this Section 7.05, fails to diligently prosecute the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution defense of such Third Party Claim would result in or if any of clauses (i) through (iv) of the aggregate amount first sentence of disbursements to Buyer this Section 7.05 becomes true, the Indemnified Party may, pay, compromise or defend such Third Party Claim and be indemnified for any and all Losses based upon, arising from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard or relating to such Third Party Claim (and all reasonable and documented costs or expenses paid or incurred by the Indemnified Party in connection with such defense shall constitute Losses). The Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and Representatives to, cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, taking into account all applicable limitations under including by retaining and providing (subject to the provisions of Section 6.4(b), then Buyer may not settle or compromise 6.6) records and information relating to such asserted Third Party Claim and by making available, without expense (other than reimbursement of actual out-of-pocket expenses) to the prior written consent defending party, reasonable access to management employees of the Seller Representative; provided, that consent to settlement or compromise shall not non-defending party as may be unreasonably withheldreasonably necessary for the preparation of the defense of such Third Party Claim (including providing additional information and explanation of any materials provided hereunder).

Settlement of Third Party Claims. Notwithstanding Except as -------------------------------- otherwise provided in this Section 5.5 or as otherwise specifically ----------- provided in any other provision Ancillary Agreement, unless and until the Indemnifying Party has failed to assume the defense of this Agreementany Third Party Claim within thirty days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If, upon expiration of 30 days from the date that the Indemnifying Party receives notice of a Third Party Claim from Indemnitee, the Indemnifying Party shall has not enter into settlement notified the Indemnitee of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), except as provided in this Section 6.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails election to assume the defense of such Third Party Claim, then in no event shall the Indemnifying Party may settle Indemnitee settle, compromise or discharge such Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a), it shall not agree to any settlement without the providing prior written consent of notice to the Indemnifying Party, and the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). If then have the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution option within fifteen days following receipt of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.notice to:

Settlement of Third Party Claims. Notwithstanding Where the Indemnifier has agreed to assume the defence of any other provision of this AgreementThird Party Claim, and, thereafter, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnifying Indemnified Party shall not enter into settlement may, at its option, elect to assume the defence of any Third-and to compromise or settle the Third Party Claim without assisted by counsel of its own choosing (provided that the Indemnified Party may not, as part of the settlement or compromise, require the Indemnifier to admit any liability or assume any financial or other material obligation) and, subject to Section 5.2, the Indemnifier shall be liable for any Loss of the Indemnified Party in connection with such Third Party Claim, provided that the Indemnified Party is entitled to indemnification hereunder in respect of such Loss. Without the prior written consent of the Indemnified Party (which consent Party, the Indemnifier shall not be unreasonably withheld, delayed enter into any compromise or conditioned), except as provided in this Section 6.5(b). If a firm offer is made to settle a Third-settlement of any Third Party Claim without leading which would lead to liability or the creation of a create any financial or other material obligation on the part of the Indemnified Party. In the event that the Indemnifier agrees to assume the defence of any Third Party and providesClaim and, in customary formthereafter, it is determined that such Third Party Claim was not a Claim for which the unconditional release of each Indemnified Party from was entitled to indemnification hereunder, all liabilities and obligations reasonable costs incurred by the Indemnifier in connection with such Third-Party Claim defence and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party determination shall give written notice to that effect to the Indemnified Party. If be reimbursed by the Indemnified Party fails (such costs being deemed to consent to such firm offer within ten (10) days after its receipt of such notice, be a Loss for which the Indemnifying Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence provisions of Section 6.5(a5.12 shall apply), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

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

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as provided in this Section 6.5(b9.06(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Third-Party Claim, the Indemnifying Party may settle such Third the Third-Party Claim upon the terms set forth in such firm offer to settle such Third Third-Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a9.06(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(ac), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as provided in this Section 6.5(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability Liability or the creation of a financial or other obligation on the part of the Indemnified Party and Party, the settlement does not involve the admission of fault or violation of Law by or on behalf of the Indemnified Party, the settlement provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities Liabilities and obligations in connection with such Third-Party Claim Claim, the settlement is not reasonably likely to be detrimental to the reputation or business prospects of the Company or the Indemnified Party, the settlement does not impose an injunction or other equitable relief upon the Company or the Indemnified Party and the Indemnifying Party desires to accept and agree to such offer, then the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten fifteen (1015) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability Liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Third-Party Claim, the Indemnifying Party may settle such Third the Third-Party Claim upon the terms set forth in such firm offer to settle such Third Third-Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a7.05(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned)Party, except as provided in this Section 6.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party that involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party and that provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) 10 days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a8.05(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party; provided, however, that if the Indemnified Party has assumed the defense pursuant to Section 8.05(a) because the Indemnifying Party has elected not to compromise or defend such Third Party Claim, failed to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or failed to diligently prosecute the defense of such Third Party Claim, such written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheldrequired.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned)Party, except as provided in this Section 6.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten fifteen (1015) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Third Party Claim and in Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a8.05(a)), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), except as provided in this Section 6.5(b7.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation obligation, sanction or restriction on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the value or amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Third-Party Claim, the Indemnifying Party may settle such Third the Third-Party Claim upon the terms set forth in such firm offer to settle such Third Third-Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a7.5(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If In the Seller Representative is prevented from directing event, however, that the defense of a Third Indemnified Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim settles any claim without the prior written consent of the Seller Representative; providedIndemnifying Party (in violation of the previous sentence), then, in that consent event, the Indemnifying Party shall be relieved of its obligations to settlement or compromise shall not be indemnify hereunder unless such Indemnifying Party has acted unreasonably withheldin withholding its consent.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 8.2(a), the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, except as provided in this Section 6.5(b8.2(b) (to the extent the Indemnified Party has consent rights regarding such settlement ). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other any non-monetary obligation on the part of the Indemnified Party and solely for monetary damages and such monetary damages would be wholly covered by the Indemnifying Party’s indemnification obligations under this Article VIII and such settlement provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and Claim, then the Indemnifying Party desires to may accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to offer on behalf of the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) 15 days after its receipt of such notice, the Indemnifying Indemnified Party may at the request of the Indemnifying Party’s request continue to contest or defend such Third-Third Party Claim (at the Indemnified Party’s sole cost and expense), and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to this Section 6.5(a8.2(b), to the extent it seeks indemnification in respect of such Third Party Claim under this Agreement from an Indemnifying Party, it shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), except as provided in this Section 6.5(b6.4(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person’s business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a), 6.4(a) it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), except as provided in this Section 6.5(b8.3(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim, and the Indemnifying Party shall be liable to the extent of such settlement offer. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a8.3(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as provided in this Section 6.5(b6.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Third-Party Claim, the Indemnifying Party may settle such Third the Third-Party Claim upon the terms set forth in such firm offer to settle such Third Third-Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a6.05(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party or Sellers’ Representative, as applicable, shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldor Sellers’ Representative, delayed or conditioned)as applicable, except as provided in this Section 6.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party or Sellers’ Representative, as applicable, desires to accept and agree to such offer, the Indemnifying Party or Sellers’ Representative, as applicable, shall give written notice to that effect to the Indemnified PartyParty or Sellers’ Representative, as applicable. If the Indemnified Party or Sellers’ Representative, as applicable, fails to consent to such firm offer within ten (10) days after its his receipt of such notice, the Indemnifying Indemnified Party or Sellers’ Representative, as applicable, may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party or Sellers’ Representative, as applicable, fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party or Sellers’ Representative, as applicable, may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party or Sellers’ Representative, as applicable, has assumed the defense of a Third Party Claim pursuant to Section 6.5(a8.05(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party or Sellers’ Representative, as applicable (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party nor the Indemnified Party shall not enter into a settlement of any Third-Third Party Claim without the prior written consent of the Indemnified other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), except as provided in this Section 6.5(b)9.5. If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person's business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a), 9.5(a) it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), except as provided in this Section 6.5(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or subject the Indemnified Party to injunctive or other equitable relief and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnifying Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offeroffer plus the costs and expenses of defending such Third Party Claim incurred prior to such notice. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Third-Party Claim, the Indemnifying Party may settle such Third the Third-Party Claim upon the terms set forth in such firm offer to settle such Third Third-Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a7.05(a), it shall not agree to any settlement without unless (i) the prior written consent settlement of the Third-Party Claim will not lead to liability or the creation of a financial or other obligation on the part of the Indemnifying Party or subject the Indemnifying Party to injunctive or other equitable relief and provides, in customary form, for the unconditional release of each Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim, or (ii) the Indemnifying Party provides its written consent to such settlement (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to settlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned)Party, except as provided in this Section 6.5(b8.05(b). If The Indemnifying Party shall give prompt written notice to the Indemnified Party if the Indemnifying Party receives a firm offer is made to settle a Third-Third Party Claim without leading that the Indemnifying Party desires to accept. If such firm offer (i) does not involve any financial liability or the creation of a financial obligation or any other obligation on the part of the any Indemnified Party Party, and (ii) provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with (monetary and otherwise) arising from such Third-Third Party Claim, the Indemnified Party shall have ten (10) days after its receipt of such notice to consent to the settlement of such Third Party Claim and the Indemnifying Party desires to accept and agree to as provided in such firm offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within such ten (10) days after its receipt of such noticeday period, the Indemnifying Indemnified Party may continue to contest or defend such Third-Third Party Claim and Claim, in such event, which event the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of set forth in such settlement firm offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle such the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claimoffer. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 6.5(a8.05(a)(iv), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). If Notwithstanding anything to the Seller Representative is prevented from directing the defense contrary expressed or implied in this Section 8.05(b), with respect to any settlement of a any Third Party Claim pursuant brought by any Franchisee, (A) the Seller Indemnitors shall have the right, in their reasonable discretion and without impeding or otherwise delaying the ability to clause (z) of the fifth sentence of Section 6.5(a), and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to settle such Third Party Claim, taking into account all to determine and agree to the monetary amount of damages payable to the applicable limitations under Section 6.4(b)Franchisees; (B) the Buyer Indemnitees shall have the right, then Buyer may not in their reasonable discretion and without impeding or otherwise delaying the ability to settle or compromise such asserted Third Party Claim without the prior written consent Claim, to determine any ongoing obligations of the Seller Representative; providedCompany with respect thereto, that consent including with respect to settlement or compromise shall not be unreasonably withheldthe Franchisees.