Common use of Settlement without Consent if Failure to Reimburse Clause in Contracts

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The Notice Recipients are the Chairman and the Assistant General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. Xxxxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyGeneral Counsel, United States Cellular Corporation, c/o Sidley Xxxxxx Xxxxx & Xxxx LLP, 00 Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested an indemnifying party to each reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of any action commenced against it in respect the aforesaid request, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the proposed terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for specified fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in counsel (the defense of such action. If it so elects within a reasonable time after receipt of such notice"Requested Expenses"), an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses settlement of counsel the nature contemplated by Section 6(a)(ii) that is effected without its consent (after satisfaction of each of the conditions set forth in the immediately preceding sentence) if, prior to the date of such settlement, such indemnifying party (i) determines in good faith that the Requested Expenses are not reasonable, reimburses such indemnified party in accordance with such request for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out portion of the same general allegations or circumstances. No indemnifying party shall, without the Requested Expenses it considers to be reasonable and provides written consent of the indemnified party, effect the settlement or compromise of, or consent notice to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party substantiating the fact that the unpaid balance of the Requested Expenses is an actual unreasonable, (ii) determines in good faith that the Requested Expenses are not of a nature required to be paid or potential party reimbursed by the Company under the terms of Section 6(a)(iii) and provides written notice to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the indemnified party substantiating such determination or (iii) determines in good faith that the Company is prohibited from all liability arising out reimbursing the Underwriters for the Requested Expenses under mandatory provisions of applicable law (as set forth in express statutory provisions or as interpreted pursuant to controlling legal precedent) and provides written notice to the indemnified party substantiating such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partydetermination.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(2) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The “Notice Recipients” are the Chairman and the General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., President and Chief Executive Officer, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. Xxxxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyGeneral Counsel, Telephone and Data Systems, Inc., c/o Sidley Austin LLP, 000 Xxx X. Xxxxxxxx Street, Chicago, Illinois 60603.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(2) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The “Notice Recipients” are the Chairman and the General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. Xxxxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyGeneral Counsel, United States Cellular Corporation, c/o Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested an indemnifying party to each reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of any action commenced against it in respect the aforesaid request, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested in good faith an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for specified fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in counsel (the defense of such action. If it so elects within a reasonable time after receipt of such notice"Requested Expenses"), an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses settlement of counsel the nature contemplated by Section 6(a)(ii) that is effected without its consent (after satisfaction of each of the conditions set forth in the immediately preceding sentence) if, prior to the date of such settlement, such indemnifying party determines in good faith that the Requested Expenses are not reasonable, reimburses such indemnified party in accordance with such request for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out portion of the same general allegations or circumstances. No indemnifying party shall, without the Requested Expenses it considers to be reasonable and provides written consent of the indemnified party, effect the settlement or compromise of, or consent notice to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release substantiating the fact that the unpaid balance of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyRequested Expenses is unreasonable.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The “Notice Recipients” are the Chairman and the General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. Xxxxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyGeneral Counsel, United States Cellular Corporation, c/o Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The “Notice Recipients” are the Chairman and the General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., President and Chief Executive Officer, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. XxXxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyGeneral Counsel, Telephone and Data Systems, Inc., c/o Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each The indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses settlement of counsel any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the indemnified parties incurred thereafter in connection with such action. In no event shall plaintiff, the indemnifying parties be liable party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a) effected without its written consent if (i) such settlement is entered into more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out 45 days after receipt by such indemnifying party of the same general allegations or circumstancesaforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect toto any litigation, or any pending investigation or threatened action proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution may could be sought hereunder under this Section 7 or Section 8 hereof (whether or not the indemnified party is an parties are actual or potential party to such action or claim) parties thereto), unless such settlement, compromise or judgement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such action litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The Notice Recipients are the Chairman and the Assistant General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., President, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. XxXxxxx, culpability or a failure to actGeneral Counsel, by or on behalf of any indemnified partyc/o Sidley Xxxxxx Xxxxx & Xxxx LLP, 00 Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify have requested an indemnifying party shall not relieve to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party from agrees that it shall be liable for any liability which it may have otherwise than on account settlement of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticeany claim, an indemnifying partysuit, jointly with litigation, or any other indemnifying parties receiving such noticeinvestigation or proceeding by any governmental agency or body, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall notcommenced or threatened, except with the consent arising out of the indemnified party, be counsel to events or occurrences described in Section VIII(a) (if the Company and Trust are the indemnifying parties) or Section VIII(b) (if an Agent is an indemnifying party), unless and such other settlement is effected without the indemnifying parties or party’s written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If shall have requested an indemnifying party assumes to reimburse the defense indemnified party for fees and expenses of such actioncounsel, the an indemnifying parties party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by this Section VIII(d) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include a statement provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to or an admission the date of fault, culpability or a failure to act, by or on behalf of any indemnified partysuch settlement.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include a statement provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to or an admission the date of faultsuch settlement. The Notice Recipients are the Chief Financial Officer and the Secretary of the Company. Requests mailed pursuant to this Section 6(d) to (i) the Chief Financial Officer of the Company shall be mailed to her at Telephone and Data Systems, culpability or a failure Inc., 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 and (ii) the Secretary of the Company shall be mailed to acthim, by or on behalf of any indemnified partyat 00 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. SECTION 7.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each The indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of under this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall as contemplated by Section 6(d) hereof, the indemnifying parties party agrees that it shall be liable for fees and expenses any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out 60 days after receipt by such 24 indemnifying party of the same general allegations or circumstancesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or any settlement, compromise of, or consent to the entry of any judgment with respect to, in any pending or threatened action action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the any indemnified party is an actual or potential could have been a party to and indemnity was or could have been sought hereunder by such action or claim) indemnified party, unless such settlement, compromise or judgement consent includes (i) includes an unconditional release of the such indemnified party from all liability arising out on claims that are the subject matter of such action action, suit or claim proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify have requested an indemnifying party shall not relieve to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party from agrees that it shall be liable for any liability which it may have otherwise than on account settlement of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticeany claim, an indemnifying partysuit, jointly with litigation, or any other indemnifying parties receiving such noticeinvestigation or proceeding by any governmental agency or body, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall notcommenced or threatened, except with the consent arising out of the indemnified party, be counsel to events or occurrences described in Section 6(a) (if the Company and Trust are the indemnifying parties) or Section 6(b) (if a Dealer is an indemnifying party), unless and such other settlement is effected without the indemnifying parties or party's written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If shall have requested an indemnifying party assumes to reimburse the defense indemnified party for fees and expenses of such actioncounsel, the an indemnifying parties party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by this Section 6(d) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim and (ii) does not include a statement as request to or an admission of fault, culpability or a failure the extent it considers such request to act, by or on behalf of any indemnified party.be reasonable and

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(2) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The “Notice Recipients” are the Chairman and the General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., President and Chief Executive Officer, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. XxXxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyGeneral Counsel, Telephone and Data Systems, Inc., c/o Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each The indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of under this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment; provided, however, that if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall as contemplated by this Section 8, the indemnifying parties party agrees that it shall be liable for fees and expenses any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out 60 days after receipt by such indemnifying party of the same general allegations or circumstancesaforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 60 days prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or any settlement, compromise of, or consent to the entry of any judgment with respect to, in any pending or threatened action action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the any indemnified party is an actual or potential could have been a party to and indemnity or contribution was or could have been sought under this Section 8 or Section 9 hereof by such action or claim) indemnified party, unless such settlement, compromise or judgement consent (i) includes an unconditional release of the such indemnified party from all liability arising out on claims that are the subject matter of such action action, suit or claim proceeding and (ii) does not include a statement any statements as to to, any findings or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties The Company shall not be liable for any fees and settlement of any proceedings effected without its written consent (which consent shall not be unreasonably withheld). Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested the Company to reimburse such indemnified party for legal or other expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event investigating, responding to or defending any proceedings as contemplated by Section 9(a), the Company shall the indemnifying parties be liable for fees and expenses any settlement of any proceedings effected without its written consent if (i) such settlement is entered into more than one counsel 45 days after receipt by the Company of such request for the reimbursement, (ii) the Company shall not have reimbursed such indemnified party in addition accordance with such request prior to any local counselthe date of such settlement and (iii) separate from their own counsel the Company shall not have responded in writing to such request, specifying those expenses that it has chosen not to reimburse and the reason for all indemnified parties in connection with any one action or separate but similar or related actions in such non-reimbursement, prior to the same jurisdiction arising out date of the same general allegations or circumstancessuch settlement. No indemnifying party shallThe Company shall not, without the prior written consent of the an indemnified partyparty (which consent shall not be unreasonably withheld), effect the any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim proceedings in respect of which indemnification or contribution may be indemnity could have been sought hereunder (whether or not the by such indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement settlement (ix) includes an unconditional release of the such indemnified party in form and substance satisfactory to such indemnified party from all liability arising out on claims that are the subject matter of such action or claim proceedings and (iiy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party. In addition, except as otherwise set forth in this paragraph, an indemnified party shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such indemnified party unless such settlement (x) includes an unconditional release of the Company in form and substance satisfactory to the Company from all liability on claims that are the subject matter of such proceedings and (y) does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Company. The obligations of the Company, each of the Guarantors and each of the Initial Purchasers in this Section 9 and in Section 10 are in addition to any other liability that the Company, each of the Guarantors or any Initial Purchaser, as the case may be, may otherwise have, including in respect of any breaches of representations, warranties and agreements made herein by any such party.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify have requested an indemnifying party shall not relieve to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party from agrees that it shall be liable for any liability which it may have otherwise than on account settlement of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticeany claim, an indemnifying partysuit, jointly with litigation, or any other indemnifying parties receiving such noticeinvestigation or proceeding by any governmental agency or body, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall notcommenced or threatened, except with the consent arising out of the indemnified party, be counsel to events or occurrences described in Section 6(a) (if the Company and Trust are the indemnifying parties) or Section 6(b) (if a Dealer is an indemnifying party), unless and such other settlement is effected without the indemnifying parties or party’s written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If shall have requested an indemnifying party assumes to reimburse the defense indemnified party for fees and expenses of such actioncounsel, the an indemnifying parties party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by this Section 6(d) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim and (ii) does not include a statement as request to or an admission of fault, culpability or a failure the extent it considers such request to act, by or on behalf of any indemnified party.be reasonable and

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each The indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of under this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment; provided, however, that if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall as contemplated by this Section 8, the indemnifying parties party agrees that it shall be liable for fees and expenses any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out 60 days after receipt by such indemnifying party of the same general allegations or circumstancesaforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 60 days prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or any settlement, compromise of, or consent to the entry of any judgment with respect to, in any pending or threatened action action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the any indemnified party is an actual or potential could have been a party to and indemnity or contribution was or could have been sought under this Section 8 or Section 9 hereof by such action or claim) indemnified party, unless such settlement, compromise or judgement consent (i) includes an unconditional release of the such indemnified party from all liability arising out on claims that are the subject matter of such action action, suit or claim proceeding and (ii) does not include a statement any statements as to to, any findings of or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and settlement of any proceedings effected without its written consent (which consent shall not be unreasonably withheld). Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse such indemnified party for legal or other expenses of counsel for the indemnified parties incurred thereafter in connection with investigating, responding to or defending any proceeding as contemplated by Section 9(a) or 9(b) hereof, as the case may be, such action. In no event indemnifying person shall the indemnifying parties be liable for fees and expenses any settlement of any proceedings effected without its written consent if (i) such settlement is entered into more than one counsel 45 days after receipt by such indemnifying person of such request for the reimbursement, (ii) such indemnifying person shall not have reimbursed such indemnified party in addition accordance with such request prior to any local counselthe date of such settlement and (iii) separate from their own counsel such indemnifying person shall not have responded in writing to such request, specifying those expenses that it has chosen not to reimburse and the reason for all indemnified parties in connection with any one action or separate but similar or related actions in such non-reimbursement, prior to the same jurisdiction arising out date of the same general allegations or circumstancessuch settlement. No An indemnifying party shallperson shall not, without the prior written consent of the an indemnified partyparty (which consent shall not be unreasonably withheld), effect the any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim proceedings in respect of which indemnification or contribution may be indemnity could have been sought hereunder (whether or not the by such indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement settlement (i) includes an unconditional release of the such indemnified party in form and substance satisfactory to such indemnified party from all liability arising out on claims that are the subject matter of such action or claim proceedings and (ii) does not include a any statement as to to, or an any admission of of, fault, culpability or a failure to act, act by or on behalf of any indemnified party. In addition, except as otherwise set forth in this paragraph, an indemnified party shall not, without the prior written consent of an indemnifying person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnifying person in form and substance satisfactory to such indemnifying person from all liability on claims that are the subject matter of such proceedings and (ii) does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of such indemnifying person. The obligations of each of the Company Persons and the Initial Purchaser in this Section 9 and in Section 10 hereof are in addition to any other liability that any Company Person or the Initial Purchaser, as the case may be, may otherwise have, including in respect of any breaches of representations, warranties and agreements made herein by any such party.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The Notice Recipients are the Chairman and the Assistant General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, Xx., Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultXxxxxxx X. Xxxxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyAssistant General Counsel, United States Cellular Corporation, c/o Sidley Xxxxxx Xxxxx & Xxxx, 00 Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each If at any -------------------------------------------------- time an indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify have requested an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by to reimburse the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than one counsel 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in addition accordance with such request prior to any local counsel) separate from their own counsel the date of such settlement. The indemnified party shall promptly reimburse the indemnifying party for all amounts advanced to it pursuant to this Section 6(d) hereof (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified parties party was not entitled to indemnification hereunder and such loss, liability, claim, damage or expense arose out of (i) an untrue statement or omission or alleged untrue statement or omission made in connection reliance upon and in conformity with any one action or separate but similar or related actions written information furnished to the Company by and relating to the indemnified party expressly for use in the same jurisdiction arising out Registration Statement (or any amendment thereto) or any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto) or (ii) a fraudulent misrepresentation (within the meaning of Section 11 of the same general allegations or circumstances. No indemnifying party shall, without the written consent of 1933 Act) by the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party)action, unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party parties and an indemnifying party, and such indemnified party parties reasonably believes believe that there may be legal defenses available to it them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(2) effected without its written consent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if the indemnifying party has not given written notice to such indemnified party of the receipt by such indemnifying party of any action commenced against it the aforesaid request, 30 days after such indemnified party has mailed (by registered or certified mail, postage prepaid) a second such request to each of the Notice Recipients, provided that such second request is not mailed prior to the 46th day after the request referred to in respect subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of which indemnity may be sought hereunder, but failure so the terms of such settlement at least 30 days prior to notify an such settlement being entered into and (iii) such indemnifying party shall not relieve have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party from any liability which it may have otherwise than on account to reimburse the indemnified party for fees and expenses of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticecounsel, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. The “Notice Recipients” are the Chairman and the General Counsel of the Company. Requests mailed pursuant to this Section 6(d) shall be mailed to LxXxx X. Xxxxxxx, Xx., Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 30 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a statement as copy to or an admission of faultSxxxxxx X. Xxxxxxx, culpability or a failure to actEsq., by or on behalf of any indemnified partyGeneral Counsel, United States Cellular Corporation, c/o Sidley Austin LLP, Oxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each The indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of under this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties Section 9 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall as contemplated by Section 9(c) hereof, the indemnifying parties party agrees that it shall be liable for fees and expenses any settlement of any proceeding effected without its written consent if (aa) such settlement is entered into more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out 45 days after receipt by such indemnifying party of the same general allegations or circumstancesaforesaid request, (bb) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (cc) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or any settlement, compromise of, or consent to the entry of any judgment with respect to, in any pending or threatened action action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the any indemnified party is an actual or potential could have been a party to and indemnity was or could have been sought hereunder by such action or claim) indemnified party, unless such settlement, compromise or judgement consent (i) includes an unconditional release of the such indemnified party from all liability arising out on claims that are the subject matter of such action action, suit or claim proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each The indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of under this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall as contemplated by Section 6(d) hereof, the indemnifying parties party agrees that it shall be liable for fees and expenses any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than one counsel sixty (in addition to any local counsel60) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out days after receipt by such indemnifying party of the same general allegations or circumstancesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or any settlement, compromise of, or consent to the entry of any judgment with respect to, in any pending or threatened action action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the any indemnified party is an actual or potential could have been a party to and indemnity was or could have been sought hereunder by such action or claim) indemnified party, unless such settlement, compromise or judgement consent includes (i) includes an unconditional release of the such indemnified party from all liability arising out on claims that are the subject matter of such action action, suit or claim proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. Each If at any time an indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify have requested an indemnifying party shall not relieve to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party from agrees that it shall be liable for any liability which it may have otherwise than on account settlement of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such noticeany claim, an indemnifying partysuit, jointly with litigation, or any other indemnifying parties receiving such noticeinvestigation or proceeding by any governmental agency or body, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall notcommenced or threatened, except with the consent arising out of the indemnified party, be counsel to events or occurrences described in Section IX(a) (if the Company and Trust are the indemnifying parties) or Section IX(b) (if an Agent is an indemnifying party), unless and such other settlement is effected without the indemnifying parties or party’s written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If shall have requested an indemnifying party assumes to reimburse the defense indemnified party for fees and expenses of such actioncounsel, the an indemnifying parties party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out settlement of the same general allegations or circumstances. No nature contemplated by this Section IX(d) effected without its consent if such indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the reimburses such indemnified party from all liability arising out of in accordance with such action or claim request to the extent it considers such request to be reasonable and (ii) does not include a statement provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to or an admission the date of fault, culpability or a failure to act, by or on behalf of any indemnified partysuch settlement.