Common use of Settlement Clause in Contracts

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, delay or condition consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company Borrower shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding if the amount of such settlement was effected without the CompanyBorrower’s prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent; providedconsent or if there is a final, however, that if a Change non-appealable judgment for the plaintiff in Control has occurred subsequent to the date of this Agreementany such Proceeding, the Company Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the terms of the preceding paragraph. The entering into of any such settlement or compromise or consent without the Borrower’s prior written consent (unless the withholding of such consent by the Borrower requested by such Indemnitee shall have been unreasonable, as determined by the final judgment of a court of competent jurisdiction) shall constitute a waiver by such Indemnitee of its rights of indemnification hereunder in respect of such matter. Conversely, the Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be liable for indemnification of Indemnitee for amounts paid in settlement unreasonably withheld, conditioned or delayed (provided that it shall not be unreasonable to withhold consent if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result conditions set forth in the imposition of any Expense(a) and (b) immediately below are not satisfied)), Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from effect any settlement of any Proceeding. The Company shall promptly notify pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee upon unless (a) such settlement includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the Company’s receipt subject matter of an offer such Proceedings and (b) does not include any statement as to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount admission of time to consider such settlement, in the case fault or culpability by or on behalf of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedIndemnitee.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel (selected in accordance with Section 8(c) below) has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent, unless such settlement is purely monetary, fully releases Indemnitee of all liability associated with such Proceeding and has been consented to by the Independent Directors. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the such settlement is to be funded from insurance proceeds from insurance policies as to which Indemnitee is an insured party unless approved by either (i) the written consent of Indemnitee or (ii) a majority of the Independent Directors; provided, provided however, that the right to constrain the Company’s use of corporate insurance as described in this sentence section shall cease to be terminate at the time the Company concludes (per the terms of any force and effect if it has been determined in accordance with this Agreement Agreement) that (x) Indemnitee is not entitled to indemnification hereunder with respect pursuant to this Agreement, or (y) such Proceeding or if indemnification obligation to Indemnitee has been fully discharged by the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall On each Settlement Date, subject to delivery of the related Issuance Price (or, if the related Issuance Price cannot be liable delivered to indemnify Indemnitee under this Agreement the Company on or otherwise prior to such Settlement Date, delivery of a written confirmation by the Agent that the Agent is keeping such Issuance Price in escrow for any amounts paid in settlement the sole benefit and at the instruction of any Proceeding effected without the Company’s written consent; provided, however, with such Issuance Price in that if a Change in Control has occurred subsequent case to be delivered to the date of this AgreementCompany promptly following the Settlement Date) by the Agent to the Company, the Company will issue the relevant Shares to its transfer agent pursuant to a Deed of Issue and the Company will cause its transfer agent to electronically transfer such Shares by crediting the account of the Agent or its designee (provided the Agent shall have given the Company written notice of such designee at least one (1) Trading Day prior to such Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be liable for indemnification of Indemnitee for amounts paid freely tradeable, transferable, registered shares in settlement good deliverable form. The Agent will deliver the related Issuance Price in same day funds to an account designated by the Company (or, if the Independent Counsel has approved the settlement. Neither related Issuance Price cannot be delivered to the Company nor any Subsidiary on or Affiliate shall enter into prior to such Settlement Date, a settlement written confirmation by the Agent that the Agent is keeping such Issuance Price in escrow for the sole benefit and at the instruction of any Proceeding the Company, with such Issuance Price in that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither case to be delivered to the Company nor Indemnitee promptly following the Settlement Date) on, or prior to, the Settlement Date and in any event before the execution by the Company of the relevant Deed of Issue. The Agent shall unreasonably withhold consent from any settlement be responsible for providing DWAC instructions or other instructions for delivery by other means with regard to the transfer of any Proceedingthe relevant Shares. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or agrees that if the Company makes an offer or its transfer agent (if applicable), defaults in its obligation to settledeliver duly authorized Shares on a Settlement Date (other than as a result of a failure by the Agent to provide instructions for delivery), the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 6(b) hereto, it will (i) hold the Agent harmless against any Proceedingloss, claim, damage, or reasonable and provide Indemnitee documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with a reasonable amount of time such default by the Company and (ii) pay to consider the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunderdefault. The Company shall not, on its own behalf, settle any part of any Proceeding may sell Shares to which Indemnitee is the Agent as principal at a party with respect price agreed upon at each relevant time Shares are sold pursuant to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged(each, a “Time of Sale”).

Settlement. “We” may settle any Claim for any monetary amount that “we” consider reasonable or expedient. “Our” responsibility for payment will be limited to, and shall not exceed, the amount of Damages plus Claim Expense and Defense Cost less ”your” payment of the Deductible or Self-Insured Retention. The maximum amount of our obligation is the Limit of Liability shown on the Declarations. If “you” have elected a Deductible as shown in the Declarations, the Deductible amount is due and payable from “you” when requested by the Company. The Company has the sole right to determine when the Deductible amount shown on the Declarations is due, payable and satisfied with respect to payment of Damages, Claim Expense or Defense Cost. If payment is not received by the due date shown on the Deductible billing, we may assess “your” stock for the amount of Deductible. Non- payment of the Deductible may render “you” uninsurable with the Company. If “you” have elected a Self-Insured Retention as shown in the Declarations, “you” have the right and obligation for payment of all Damages, Claim Expense and Defense Cost up to and not to exceed the Self-Insured Retention amount shown in the Declarations prior to “our” liability for any amount or obligation under this Policy to any Claim to which the Self-Insured Retention applies. “You” may not settle any claim or suit which exceeds the Self-Insured Retention without our written consent to do so. At the sole discretion of the Company, “we” may elect to waive the requirements of this paragraph in settlement of any Claim or in payment of Claim Expense or Defense Cost, but such waiver is only valid if provided in writing from “us” as it regards the specific Claim for which the Self-Insured Retention applies. In the event of a waiver, “you” remain liable for reimbursement of the Self-Insured Retention to the Company upon “our” request. If payment is not received by the due date shown on the Self-Insured Retention billing, we may assess “your” stock for the amount of Self-Insured Retention. Non-payment of the Self-Insured Retention may render “you” uninsurable with the Company. “You” shall not settle, volunteer any payment, assume any obligation, admit liability or make any agreement with respect to resolution of any Claim without the prior written consent of the Company, which will not be unreasonably withheld. “We” will not be liable for any amount or obligation to pay Claim Expense or Defense Cost to which “we” have not given prior written consent. “We” shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement payment of any Proceeding effected without Claim or obligation for Claim Expense, Defense Cost, or Damages after exhaustion of the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date Aggregate Limit of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result Liability shown in the imposition of Declarations in any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedone Policy term.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement Notwithstanding any discretion in the Plan or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent anything to the date contrary in this Agreement, this grant of RSUs, along with any dividend equivalent amounts otherwise payable under Section 6 of this Agreement, shall only be settled in newly-issued shares of Common Stock, and without the use of any form of employee benefit trust. This provision is without prejudice to the application of Section 8 of this Agreement, provided the Grantee has been given a reasonably opportunity to pay (either out his/her own funds or via payroll deduction) the relevant withholding tax amounts. Continuous Employment. The following provision supplements this Agreement and the Plan: A Grantee’s “continuous employment” (or substantially similar term) with the Company shall or a Subsidiary, as the case may be, will be liable deemed to have been terminated (regardless of the reason for indemnification the termination and whether or not later found to be invalid or in breach of Indemnitee for amounts paid applicable law in settlement the jurisdiction where Grantee is rendering services or the terms of Grantee’s employment or other service agreement, if any) on the date that is the earliest of (1) the termination date of Grantee’s status as an employee, (2) the date Grantee receives written notice of termination of Grantee’s status as an employee or service provider, or (3) the date Grantee is no longer actively employed by or actively providing services to the Company or any of its Subsidiaries regardless of any notice period or period of pay in lieu of such notice mandated under applicable law (including, but not limited to, statutory law, regulatory law and/or common law) in the jurisdiction where Grantee is employed or rendering service or the terms of Grantee’s employment or other service agreement, if any. Notwithstanding the foregoing, if applicable employment or labour standards legislation explicitly requires continued participation in the Plan during a statutory notice period, Grantee acknowledges that his or her right to participate in the Plan, if any, will terminate effective as of the last day of Grantee’s minimum statutory notice period, but Grantee will not earn or be entitled to pro-rata vesting if the Independent Counsel has approved vesting date falls after the settlement. Neither the Company end of Grantee’s statutory notice period, nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would will Grantee be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedany compensation for lost vesting.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on or would directly or indirectly constitute or impose any admission or acknowledgment of fault or culpability with respect to Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable No Interested Party will under any circumstances have any authority to indemnify Indemnitee bind NAI to an admission of wrongdoing or responsibility to any third party claimant with regard to matters for which such Interested Party claims a right to indemnification from NAI under this Agreement Lease. Further, nothing herein contained, including the foregoing provisions concerning settlements by Interested Parties of indemnified Losses, will be construed as authorizing any Interested Party to bind NAI to do or refrain from doing anything to satisfy a third party claimant. If, for example, a claim is made by a Governmental Authority that NAI must refrain from some particular conduct on or about the Land in order to comply with Applicable Laws, BNPPLC cannot bind NAI (and will not purport to bind NAI) to any agreement to refrain from such conduct or otherwise for prevent NAI from continuing to contest the claim by reason of any amounts paid in provision set forth herein. Moreover, so long as this Lease continues, no Interested Party may settle any claim involving the Property by executing any agreement (including any consent decree proposed by any Governmental Authority) which purports to prohibit, limit or impose conditions upon any use of the Property by NAI without the prior written consent of NAI. In the case of any proposed settlement of a claim asserted by a Governmental Authority against BNPPLC, NAI will not unreasonably withhold such consent. However, for purposes of determining whether it is reasonable for NAI to withhold such consent, any Proceeding effected without diligent ongoing undertaking by NAI to contest such the Company’s written consentclaim on behalf of BNPPLC will be relevant. Subject to the foregoing provisions in this subparagraph 5(D)(5), any Interested Party may agree for itself (and only for itself) to act or refrain from doing anything as demanded or requested by a third party claimant; provided, however, that if a Change in Control has occurred subsequent no event will such an agreement impede NAI from continuing to exercise its rights to operate its business on the date of this AgreementProperty or elsewhere in any lawful manner deemed appropriate by NAI, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of will any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle agreement limit or impede NAI’s right to contest claims raised by any part of any Proceeding to which Indemnitee is a third party with respect to other parties claimants (including the CompanyGovernmental Authorities) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee NAI is not entitled to indemnification hereunder complying or has not complied with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedApplicable Laws.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The With respect to any Proceeding, the settlement of which the consent of Indemnitee would be required hereunder, the Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party party, the settlement of which the consent of such Indemnitee would be required hereunder, with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company Indemnitor shall not be liable not, without the prior written consent of the Indemnified Party, consent to indemnify Indemnitee under this Agreement the terms of any compromise or otherwise for any amounts paid in settlement of any Proceeding effected without Claim or litigation defended by the Company’s written consent; provided, however, that if a Change Indemnitor in Control has occurred subsequent accordance herewith (other than terms related solely to the date payment of this Agreement, money damages and only after the Company shall be liable for indemnification Indemnitor has furnished the Indemnified Party with such evidence as the Indemnified Party may reasonably request of Indemnitee for amounts paid in settlement if the Independent Counsel has approved Indemnitor's capacity to pay promptly the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement amount of any Proceeding that might result such money damages at such times as provided in the imposition of any Expensecompromise or settlement) which consent will not be unreasonably withheld, Other Liability, penalty, limitation conditioned or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceedingdelayed. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company Indemnitor shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party except with respect to other parties (including the Company) without the prior written consent of Indemnitee if the Indemnified Party, consent to entry of any judgment or enter into any compromise or settlement of an action or portion of an action relating to the settlement is Indemnified Party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to be funded from insurance proceeds unless approved by a majority the Indemnified Party of an unconditional release in respect of such Claim or litigation. If the Independent DirectorsIndemnitor chooses to defend any Claim, the Indemnified Party shall cooperate with the Indemnitor and make available to the Indemnitor any personnel or any books, records or other documents within its control that are necessary or appropriate for such defense, provided that this sentence such cooperation shall cease not unduly disrupt the operation of the business of the Indemnified Party or cause the Indemnified Party to be of waive any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled statutory or common law privileges, breach any confidentiality obligations owed to indemnification hereunder with respect to such Proceeding third parties or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.otherwise cause any trade secret or confidential

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been finally determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProceeding.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, to the fullest extent permitted by applicable law, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company Attorney will notify client of the terms of any settlement offer received. Attorney will not settle clients claim without clients approval, except when client has failed to keep attorney informed of clients address, telephone number, and whereabouts, and attorney is unable to contact or locate client with reasonable diligence, in which case client expressly conveys to attorney a Power of Attorney to settle client=s claim for such sums as attorney deems reasonable if in attorneys judgment it is necessary to settle client=s claim in order to protect the interests of the client. Client shall not be liable enter into or accept any offer of settlement after execution of this agreement without the consent and approval of attorney. In the event client does so, client shall remain obligated to attorney the above stated contingency fee plus cost. If funds recovered are paid by check or other negotiable instrument, attorney is authorized and may endorse client=s name thereto and deposit same into attorneys Client Trust Account for client benefit. I agree that any third party who receives a copy of this document may act under it. Revocation of the agency granted herein is not effective as to third party until the third party receives actual notice of the revocation. I agree to indemnify Indemnitee under this Agreement or otherwise the third party for any amounts paid claims that arise against the third party because of reliance on this document. We hereby acknowledge that Attorney may withdraw from representation at any time, as long as written notice has been communicated to Client. If due to impossibility or unreasonable difficulty to send written notice of revocation, oral communication, or any other reasonable method of communication will be sufficient for revocation of representation in settlement the event that Client has changed mailing, relocated or is otherwise unavailable. We hereby acknowledge and understand that Attorney does not make any guarantee or warranty as to the outcome, amount, or extent of any Proceeding effected without potential settlement or ultimate settlement for the Company’s written consent; provided, however, that if a Change above referenced claim. We hereby authorize XXXX XXXXX to engage the services of other attorneys in Control has occurred subsequent to the date prosecution of this Agreementclaim, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary empowering to sell, assign or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation convey all or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is interest, hereinabove conveyed to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedthem.

Settlement. The Company shall will not be liable to indemnify the Indemnitee under this Agreement or otherwise for any Proceeding settlement amounts paid in settlement of any Proceeding effected or incurred without the Company’s written consent; provided, howeverwhich will not be unreasonably withheld, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settleconditioned, or if the Company makes an offer to settledelayed; provided that, any Proceeding, and provide Indemnitee with after a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is Control Change (other than a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless Control Change approved by a majority of the Independent DirectorsCompany directors who were Company directors immediately before such Control Change), provided the Company will be liable to indemnify the Indemnitee for settlement amounts paid or incurred if the Reviewing Party has approved the settlement. Without the Indemnitee’s prior written consent, the Company will not settle any Proceeding in any manner that this sentence shall cease would impose on the Indemnitee any penalty, any limitation, or any obligation to be take or not take any action, or that would expose the Indemnitee to any criminal, regulatory, civil, or other liability, or that does not contain a full, unqualified, and final release of all claims against the Indemnitee, or that would require the Indemnitee to admit liability or misconduct. If the Company receives an offer to settle any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding Proceeding, or if the Company intends to make any offer to settle any Proceeding, then the Company will promptly notify the Indemnitee, and the Company also will give the Indemnitee as much time as reasonably practicable to consider such offer; provided that the Indemnitee will not, under any circumstances, have less than three business days to consider such offer. The Company will not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at the Company’s obligations hereunder expense, to Indemnitee with respect to such Proceeding have been fully dischargedparticipate in defending the Proceeding; provided that the Company’s liability under this Agreement will not be excused if this Agreement precludes the Company’s participation in the Proceeding.

Settlement. The Company Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Loss. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any claim for Loss that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall not have the right to defend, contest, settle or compromise such Loss in the exercise of its reasonable judgment and all costs and expenses of such defense, contest, settlement or compromise (including reasonable outside attorneys’ fees and expenses) will be liable reimbursed to indemnify Indemnitee under this Agreement by Indemnitor. Upon assumption of the defense of any such Loss, Indemnitor will, at its own cost and expense, select legal counsel, and conduct and control the defense, compromise or otherwise for any amounts paid in settlement of any Proceeding effected without third-party claim, action or suit against such Indemnitee, and in any such case the CompanyIndemnitee, if applicable, shall reasonably cooperate in connection therewith and shall furnish such records, information and testimony in its possession and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by such Indemnitor in connection therewith. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s written consent; providedindemnity hereunder. Unless Indemnitee waives the indemnity hereunder, howeverin no event shall Indemnitee, that if a Change in Control has occurred subsequent to as part of the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation claim or detriment on Indemnitee, whether indemnifiable under proceeding covered by this Agreement indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be unreasonably withheld or delayed). Indemnitor shall obtain the Indemnitee’s prior written consent. Neither consent (such consent not to be unreasonably withheld or delayed) in connection with any settlement of, or consent to the Company nor entry of any judgment arising from, such Loss unless (x) the Indemnitee shall unreasonably withhold consent from any (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in (ii) not encumber any of the case assets of any Indemnitee or agree to any restriction or condition that would apply to or materially adversely affect any Indemnitee or the conduct of any Indemnitee business and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnitee potentially affected by such Loss and (y) such settlement for which or consent shall not include an admission of wrongdoing on the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent DirectorsIndemnitee. IT IS UNDERSTOOD AND AGREED THAT PROVIDER DOES NOT REPRESENT, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedWARRANT OR GUARANTEE IN ANY WAY THAT THE PERFORMANCE OF THE SERVICES OF THE EMPLOYEES WILL BE UNINTERRUPTED OR ERROR FREE. PROVIDER AND PURCHASER HEREBY AGREE THAT THIS AGREEMENT INVOLVES THE PROVISION OF SERVICES, AND THAT THIS AGREEMENT IS A SERVICE AGREEMENT FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE AND THEREFORE THAT THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO THIS AGREEMENT.

Settlement. The Company shall not be liable to indemnify Indemnitee Settlement Amount under this Agreement or otherwise for any amounts paid in settlement each of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company Underlying Master Agreements shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with the terms of such agreement. If an Underlying Master Agreement does not provide a mechanism for calculating the Settlement Amount thereunder, the Settlement Amount shall equal the sum of (a) the Losses or Gains relating to each Transaction, plus (b) Costs that the Non-Defaulting Party incurs as a result of the termination and liquidation of each Transaction. All Settlement Amounts shall be netted against each other and the resulting net amount may be reduced by the exercise of rights to apply Collateral delivered under or held in connection therewith and pursuant to all rights granted in this Agreement that Indemnitee (as so netted and reduced, the "Final Settlement Amount"); provided, if a Settlement Amount has been setoff in whole or in part, such Settlement Amount, to the extent of such setoff, shall be deemed to have been discharged and no longer due under the relevant Underlying Master Agreement. Upon determination of the Final Settlement Amount, Non-defaulting Group shall provide Defaulting Group with a statement showing the calculation of the Final Settlement Amount. The Final Settlement Amount shall be payable by the Group from which such payment is not entitled to indemnification hereunder with respect due on the third Business Day after the statement is delivered to such Proceeding Group. In the event of a dispute as to the Final Settlement Amount payable by a Group, such Group shall, within the time proscribed herein, pay the undisputed amount of the Final Settlement Amount. The Parties shall in good faith seek to resolve such disputed amount of the Final Settlement Amount without delay. If the Parties are unable to resolve the disputed amount of the Final Settlement Amount within ten (10) days, the matter shall be submitted to arbitration in accordance with Section 15. The Final Settlement Amount shall bear interest at the highest rate provided for in any of the Underlying Master Agreements; provided, such rate shall not exceed the maximum non-usurious interest rate, if any, that at any time or if from time to time may be contracted for, taken, reserved, charged, or received thereon under any applicable law. Nothing in this Section 3 shall be construed to restrict or preclude Non-defaulting Group from realizing on Collateral at any time after the Company’s obligations hereunder Final Settlement Amount has been calculated by Non-defaulting Group, notwithstanding (and without awaiting the outcome of) any dispute as to Indemnitee with respect to such Proceeding have been fully dischargedthe Final Settlement Amount payable.

Settlement. The Company At the time of Settlement, the following documents shall be executed and delivered: Seller shall execute and deliver to Buyer a Deed for the Property containing covenants of special warranty and further assurances, which shall convey Fee Simple interest in the Property to the Buyer. In the event Seller is unable to give good and merchantable title or such as can be insured by a <<STATE>> licensed title company, with Buyer paying not be liable more than the rate as set by the <<STATE>> Insurance Commissioner, Seller, at Seller’s expense shall have the option of curing any defect so as to indemnify Indemnitee under this Agreement enable Seller to give good and merchantable title or otherwise of paying any special premium on behalf of Buyer to obtain title insurance on the property to the benefit of Buyer. In the event Seller is unable to cure such title defects within thirty (30) days and is unable to obtain a policy of title insurance on the property to the benefit of Buyer by a <<STATE>> licensed title company, Buyer shall have the option of taking such title as Seller can give, or being reimbursed for any amounts all Deposit monies paid by Buyer in settlement sole satisfaction of any Proceeding effected without claim Buyer may have against Seller. In the Company’s written consent; providedlatter event, however, that if a Change in Control has occurred subsequent there shall be no further liability or obligation on either of the parties hereto and this Contract shall become null and void and all Deposits hereunder shall be returned immediately to Buyer. The parties shall execute and deliver such other documents as are reasonably required to consummate the transaction contemplated by this Contract including but not limited to the date following: An assignment of this Agreementall leases, service contracts and security deposits. Such assignment shall contain an assumption by Buyer of Seller’s obligations under the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if leases and service contracts. To the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement extent assignable, an assignment of any Proceeding that might result in existing certificates of occupancy or other license issued by the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party applicable governmental authorities with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProperty.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Disinterested Directors, provided that this sentence shall cease to be of any force and effect if it has been finally determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProceeding.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding related to an Indemnifiable Event effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Expense or Other Liability, penalty, limitation or detriment Liability on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, condition or delay consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without its prior written consent, which consent shall not be unreasonably withheld by the Company. The Company shall not settle any Proceeding as it relates to the Indemnitee without the CompanyIndemnitee’s prior written consent, which consent shall not be unreasonably withheld by the Indemnitee; provided, that such consent shall not be required if such settlement (i) includes a release of the Indemnitee from all liability arising out of such Proceeding and (ii) does not include an admission of fault or culpability by or on behalf of the Indemnitee. In the event that such consent is not given by either the Company or the Indemnitee, as the case may be, and the parties hereto are unable to agree on a proposed settlement, Independent Legal Counsel shall be retained by the Company, at its expense, with the consent of the Indemnitee, which consent shall not be unreasonably withheld, for the purpose of determining whether or not the proposed settlement is reasonable under all the circumstances; and if Independent Legal Counsel determines the proposed settlement is reasonable under all the circumstances, the settlement may be consummated without the consent of the other party; provided, however, that if a Change in Control has occurred subsequent no settlement which would impose any penalty or limitation on the Indemnitee (as opposed to the date of this Agreement, the Company or any other person or entity) shall be liable made for indemnification the benefit of or imposed upon the Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s his prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation limitation, or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, delay, or condition consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Settlement for the Project Facilities shall take place within thirty (30) days after the date of final payment by the Company shall not of all amounts to be liable to indemnify Indemnitee paid by the Company under the terms of this Agreement (provided that the Authority shall have paid or otherwise provided for any the payment of all amounts paid due and owing under the Indenture and the Indenture shall have been defeased in accordance with its terms), provided that the Company is not in default hereunder and provided that settlement shall be held only after the Company gives ten (10) days' prior written notice to the Authority of any Proceeding effected without said settlement. At settlement, the Company’s written consent; providedAuthority will assign to the Company all of its right, title and interest in and to the Project Facilities and will convey to the Company by xxxx of sale the personal property that constitutes the Project Facilities and by special warranty deed the real estate that constitutes the Project Facilities, excepting, however, that if any part of the Project Facilities taken by eminent domain (or conveyed by a Change bona fide sale in Control has occurred subsequent lieu thereof) during the term of this Agreement and subject, nevertheless, to all easements, covenants, reversions, conditions and restrictions existing at the time of the conveyance to the date Authority pursuant to Section 2.1 hereof, or thereafter created or permitted by the Company or by the Authority with the Company's consent. The Company agrees to pay all taxes, charges and costs, including but not limited to real estate transfer taxes, if any, legal fees, recording fees, notary fees and any other similar fees and charges that must be paid in order to complete settlement and in connection with the conveyance of this Agreementthe interest of the Authority in the Project Facilities from the Authority to the Company hereunder and, with respect to the Indenture and any other mortgage created by the Authority with the Company's consent, all mortgage satisfaction costs and fees. In the event the Company refuses to take and record title to the Property within the aforesaid thirty (30) day period, the Company shall be liable for indemnification pay to the Authority, or its agent, a service charge of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither One Hundred Dollars and No Cents ($100.00) per month until such time as the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in accepts and records title to the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProperty.

Settlement. The Company Insured shall not admit or assume any liability, enter into any settlement agreement, stipulate to any judgment, incur any Defense Costs, Adverse Media Event Loss or Investigation Costs, or retain a risk management, public relations or law firm, without the prior written consent of the Insurer. If the Insured admits or assumes any liability in connection with any Claim without the consent of the Insurer, then the Insurer shall not have any obligation to pay Loss with respect to such Claim. Only those settlements, stipulated judgments, Defense Costs, Adverse Media Event Loss and Investigation Costs which have been consented to by the Insurer shall be liable to indemnify Indemnitee recoverable as Loss under the terms of this Coverage Element. The Insurer shall not unreasonably withhold any consent required under this Agreement Coverage Element, provided that in all events the Insurer may withhold consent to any settlement, stipulated judgment or otherwise for Defense Costs, or any amounts paid in settlement of any Proceeding effected without the Company’s written consent; providedportion thereof, however, that if a Change in Control has occurred subsequent to the date extent such Claim (or any portion thereof) is not covered under the terms of this AgreementCoverage Element. In addition, the Company Insured shall be liable for indemnification not take any action which prejudices the Insurer’s rights under this Coverage Element. When the Insurer has assumed the defense of Indemnitee for amounts paid in settlement a Claim and if the Independent Counsel has approved Insureds do not consent to the settlement. Neither first Settlement Opportunity within 30 days of the Company nor any Subsidiary date the Insureds are first made aware of such Settlement Opportunity (or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any a Settlement Opportunity which arises from a settlement offer by the claimant, then within the time permitted by the claimant to accept such settlement for which the consent of Indemnitee would be required hereunder. The Company shall notoffer, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of but in all events no later than 30 days after the settlement is offer was made), then, subject to be funded from insurance proceeds unless approved by a majority all applicable Limits of Liability, the Independent Directors, provided that this sentence Insurer’s liability for all Loss on account of such Claim shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.exceed:

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel (selected in accordance with Section 8(c) below) has approved the settlement. Neither the Company nor any Subsidiary or Affiliate member of the Group shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent, unless such settlement is purely monetary, fully releases Indemnitee of all liability associated with such Proceeding and has been consented to by the Independent Directors. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the such settlement is to be funded from insurance proceeds from insurance policies as to which Indemnitee is an insured party unless approved by either (i) the written consent of Indemnitee or (ii) a majority of the Independent Directors; provided, provided however, that the right to constrain the Company’s use of corporate insurance as described in this sentence section shall cease to be terminate at the time the Company concludes (per the terms of any force and effect if it has been determined in accordance with this Agreement Agreement) that (x) Indemnitee is not entitled to indemnification hereunder with respect pursuant to this Agreement, or (y) such Proceeding or if indemnification obligation to Indemnitee has been fully discharged by the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Unless approved by a majority of the Independent Directors, the Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, proceeds; provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle with respect to parties other than the Indemnitee (including the Company) any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless such settlement has been approved either by a majority of the Independent Directors, provided Directors or by the Indemniteeprovided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, provided that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company Corporation shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the CompanyCorporation) without the written consent of Indemnitee if any portion of the such settlement is to be funded from insurance proceeds unless approved by (1) the written consent of Indemnitee or(ii) a majority of the Independent Directorsindependent directors of the board; provided, provided however, that the right to constrain the Company’s use of corporate insurance as described in this sentence section shall cease to be terminate at the time the Company concludes (per the terms of any force and effect if it has been determined in accordance with this Agreement Agreement) that (i) Indemnitee is not entitled to indemnification hereunder with respect pursuant to this agreement, or (ii) such Proceeding or if indemnification obligation to Indemnitee has been fully discharged by the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.