Common use of Settlement or Compromise Clause in Contracts

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall not compromise or settle such claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceeding.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromisecompromise thereof; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days’ notice of a claimany proposed settlement or compromise of any Third Party Claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claimThird Party Claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.616.2.1) or the Indemnifying Person, as the case may be, of any such claim, suit, action action, or proceeding of the kind referred to in Section 8.6 16.2.1 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction restriction, or Loss Liability shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed, and (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall not compromise or settle such any claim, suit, action action, or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld withheld, conditioned, or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceeding.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.612.7) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 12.7 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromisecompromise thereof; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a claimany proposed settlement or compromise of any Third Party Claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claimThird Party Claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.612.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 12.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction restriction, injunction, agreement with the effect of an injunction, or Loss Damages shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Damages in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Damages which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.69.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 9.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (ai) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (bii) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 8D shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall will not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 10 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.69.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 9.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (ai) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (bii) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.69.6, the Indemnified Person shall not compromise or settle such claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (ciii) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceeding.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.69.7) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall 9.7 will also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall will be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall will not be unreasonably withheld withheld, conditioned or delayed, and (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingParty.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction restriction, injunction, agreement with the effect of an injunction, or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 13.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action claim or proceeding Proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss Liability shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, and (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall not settle or compromise any such Claim or settle such claim, suit, action or proceeding without Proceeding unless it has the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) financial resources to undertake its obligations under any such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Personcompromise, and shall not have any effect on any other claims that may be made as reasonably determined by the Indemnified Person against prior to entry into such settlement or compromise. The Indemnified Person shall give the third party bringing Indemnifying Person advance notice as soon as practical of any proposed settlement or compromise of any claim or Proceeding it is defending, during which time the claimIndemnifying Person may reject such proposed settlement or compromise; provided, suitfurther, action that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete Liability and responsibility for such claim or proceedingProceeding and any and all Losses in connection therewith, including all Losses in excess of the amount of Losses (whether otherwise indemnifiable or not) which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.610.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 10.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 8D shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall will not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 7.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 10 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 8.4 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) days’ notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 SECTION 14.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a the court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 13.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person or the Indemnifying Person, as the case may be, as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction restriction, injunction, agreement with the effect of an injunction, or Loss Damages shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) days’ notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Damages in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Damages which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 9.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) days’ notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, suit, action or proceedingproceeding relating to Taxes imposed with respect to the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyer.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment judgement or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided ,however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 11.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.69.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 9.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (ai) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (bii) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying PersonParty, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise -------------------------------------- made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 13.5 shall also be binding upon the Indemnifying Person ------------ or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (a) no obligation, restriction or Loss shall be imposed on the Indemnified any Person as a result of such settlement without such Person's prior written consent. The Indemnified Person will give the Indemnifying Person at least 30 days' notice of any proposed settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if the Indemnifying Person has assumed the defense of a any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) in Section 8.69.7 above) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 9.7 above shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, and (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6except as otherwise provided herein, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceeding.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss Damages shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Damages in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Damages which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consentconsent and provided further that no settlement or compromise shall be made by an Indemnified Person, which consent shall not be unreasonably withheld or delayed, (b) if the Indemnifying Person has assumed assumes the defense as provided in Section 10.6. The Indemnified Person will give the Indemnifying Person at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claimClaim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) subject to Section 13.7 hereof no obligation, restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall not compromise or settle such claim, suit, action or proceeding without the prior written consent of such Indemnified Person. The Indemnified Person or the Indemnifying Person, as the case may be, will give the other party hereto at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it is defending, during which consent time such other party may reject such proposed settlement or compromise; provided, that from and after such rejection, such other party shall not be unreasonably withheld or delayedobligated to assume the defense of, and (c) full and complete liability and responsibility for, such settlement shall not contain Claim, and any finding or admission of any violation of Law or any fault on the part and all Losses in connection therewith in excess of the Indemnified Person, and shall not have any effect on any other claims that may be made by amount of Losses which the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or ------------------------ caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 10.4 shall also be binding upon the Indemnifying Person or the ------------ Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent . The Indemnified Person shall not be unreasonably withheld or delayed, (b) if give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding Proceeding of the kind referred to in Section 8.6 10.4(e) shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final final, non-appealable judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (ai) the Indemnifying Person shall not be entitled to enter into any settlement or compromise unless: (A) the Indemnified Party shall receive an unconditional release as part of any such settlement or compromise, (B) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, (bC) if no injunction or equitable relief shall be imposed on the Indemnified Person as a result of such settlement or compromise, (D) such settlement or compromise provides solely for the payment of money by the Indemnifying Person has assumed Party (or, in the defense case of a Shareholder, by the Escrow Agent from the Escrow Shares and the amount to be paid does not exceed the remaining Escrow Shares less the amount of any other pending claims) and the Indemnifying Party (or Escrow Agent) makes such payment (less any applicable Deductible), and (ii) the Indemnified Person will not compromise or settle any claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall not compromise or settle such claim, suit, action or proceeding Proceeding without the prior written consent of the Indemnifying PersonParty, which consent shall not be unreasonably withheld withheld, conditioned or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceeding.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 12.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 SECTION 10.8 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; providedPROVIDED, HOWEVER, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' written notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; PROVIDED, HOWEVER, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 12.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent . The Indemnified Person shall not be unreasonably withheld or delayed, (b) if give the Indemnifying Person has assumed the defense at least thirty (30) calendar days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.68.(6)) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (ai) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (bii) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.612.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 12.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (ai) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (bii) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 8.610.6) or the ---------- ------------- Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 10.6 shall also be binding upon ------------ the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, -------- that (ai) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, and (bii) if the Indemnifying Person has assumed the defense of a claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall will not compromise or settle such any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceedingwithheld.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 12.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days’ notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 10.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent . The Indemnified Person shall not be unreasonably withheld or delayed, (b) if give the Indemnifying Person has assumed the defense at least fifteen (15) calendar days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 6.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, provided that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent . The Indemnified Person shall not be unreasonably withheld or delayed, (b) if give the Indemnifying Person has assumed the defense at least thirty (30) days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding Proceeding of the kind referred to in Section 8.6 10.4(e) shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final final, non-appealable judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (ai) the Indemnifying Person shall not be entitled to enter into any settlement or compromise unless: (A) the Indemnified Party shall receive an unconditional release as part of any such settlement or compromise, (B) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, (bC) if no injunction or equitable relief shall be imposed on the Indemnified Person as a result of such settlement or compromise, (D) such settlement or compromise provides solely for the payment of money by the Indemnifying Party (or, in the case of Seller, by the Escrow Agent from the Escrow Funds and the amount to be paid does not exceed the remaining Escrow Funds less the amount of any other pending claims) and the Indemnifying Party (or Escrow Agent) makes such payment (less any applicable Deductible), and (ii) the Indemnified Person has assumed the defense of a will not compromise or settle any claim, suit, action or proceeding pursuant to Section 8.6, the Indemnified Person shall not compromise or settle such claim, suit, action or proceeding Proceeding without the prior written consent of the Indemnifying PersonParty, which consent shall not be unreasonably withheld withheld, conditioned or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against the third party bringing the claim, suit, action or proceeding.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, demand, suit, action or proceeding of the kind referred to in Section 8.6 SECTION 13.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; providedPROVIDED, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, (b) if . The Indemnified Person will give the Indemnifying Person has assumed the defense at least thirty (30) Business Days' notice of a any proposed settlement or compromise of any claim, demand, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; PROVIDED, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, demand, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.6 9.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of any such settlement or compromise without its prior written consent, which consent shall will not be unreasonably withheld or delayed, (b) if withheld. The Indemnified Person will give the Indemnifying Person has assumed the defense at least 30 days' notice of a any proposed settlement or compromise of any claim, suit, action or proceeding pursuant to Section 8.6it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnified Indemnifying Person shall not compromise or settle be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding without the prior written consent and any and all Losses in connection therewith in excess of the Indemnifying Person, amount of unindemnifiable Losses which consent shall not be unreasonably withheld or delayed, and (c) such settlement shall not contain any finding or admission of any violation of Law or any fault on the part of the Indemnified Person, and shall not have any effect on any other claims that may be made by the Indemnified Person against would have been obligated to pay under the third party bringing the claim, suit, action proposed settlement or proceedingcompromise.