Common use of Settlements Clause in Contracts

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid 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 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 judgment includes an unconditional release of the indemnified party from all liability arising out of such action or claim.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d)9(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to the date of such settlement and (iiiii) 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 judgment consent 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 claimproceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid 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 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 judgment includes an unconditional release of the indemnified party from all liability arising out of such action or claim.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent consent, if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of a request for consent to such settlement and a request for reimbursement of the aforesaid request related fees and (ii) expenses and 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 judgment 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 claimproceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 12 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 non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or action 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 as contemplated by this Section 12(d)8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the final terms of such proposed settlement as soon as practicable prior to such settlement being entered into and (iiiii) 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 judgment consent 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 claimproceeding.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d)9(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request 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 (iiiii) 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 judgment consent 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 claimproceeding.

Settlements. The indemnifying party under this Section 12 7 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 action 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 as contemplated by this Section 12(d)7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such settlement 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. 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 judgment consent 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 claimproceeding.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d)8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the specific terms of such settlement at least 15 days prior to such settlement being effected, and (iiiii) 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 judgment consent 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 claimproceeding.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d)8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request 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 (iiiii) 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 judgment 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 claimproceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.

Settlements. The indemnifying party Company under this Section 12 5 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 Company agrees to indemnify the indemnified party Indemnified Person against any loss, claim, damage, liability or action Losses by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party the Company to reimburse the indemnified party Indemnified Person for fees and expenses of counsel as contemplated by this Section 12(d)5(b) hereof, the indemnifying party Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party the Company of the aforesaid request and (ii) such indemnifying party the Company shall not have reimbursed the indemnified party Indemnified Person in accordance with such request prior to the date of such settlement. No indemnifying party shallThe Company shall not, without the prior written consent of the indemnified partyIndemnified Person, 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 any Indemnified Person is or contribution may be could have been a party and indemnity was or could have been sought hereunder (whether or not the indemnified party is an actual or potential party to by such action or claim) Indemnified Person, unless such settlement, compromise or judgment consent includes (i) an unconditional release of the indemnified party such Indemnified Person from all liability arising out on claims that are the subject matter of such action action, suit or claimproceeding 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 Person.

Settlements. The indemnifying party under this Section 12 6 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 action 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 as contemplated by this Section 12(d)6(b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request 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 (iiiii) 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 judgment consent 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 claimproceeding.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid 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 written consent of the indemnified partyparties, 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 or parties is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party or parties from all liability arising out of such action or claimclaim 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 or parties. The indemnifying party shall not be liable for any settlement of any litigation or proceeding effected without the written consent of the indemnifying party, which consent shall not be unreasonably withheld, provided that such written consent shall be deemed to have been given if the indemnifying party shall have received notice of the terms of a settlement at least 30 days prior to such settlement being entered, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees, subject to the provisions of this Section 8, to indemnify the indemnified party from and against any loss, damage, liability or expenses by reason of such settlement or judgment.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d)9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request 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 (iiiii) 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 judgment consent 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 claimproceeding.

Settlements. The No indemnifying party under this Section 12 7 shall not be liable for any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action, suit or proceeding in respect of which any indemnification or contribution may be sought hereunder that is 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 action expense by reason of such settlement or judgment. Notwithstanding the foregoing immediately preceding 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 as contemplated by this Section 12(d)subsection (d) above, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (ix) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (iiy) 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 any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action action, suit or claim proceeding in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) hereunder, unless such settlement, compromise or judgment includes (i) an unconditional release of the such indemnified party from all liability arising out of or in connection with such action action, suit or claimproceeding 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.

Settlements. The indemnifying party under this Section 12 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 action 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 as contemplated by this Section 12(d), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent consent, if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of a request for consent to such settlement and a request for reimbursement of the aforesaid request related fees and (ii) expenses and 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 judgment consent 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 claimproceeding.

Settlements. The indemnifying party under this Section 12 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 action expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 12(d)counsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 8(c) effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request 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 (iiiii) such indemnifying party shall not have reimbursed the 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 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 judgment 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 claimproceeding 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.

Settlements. The indemnifying party under this Section 12 7 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 action 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 as contemplated by this Section 12(d)7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid 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 Notwithstanding the foregoing, 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 judgment consent includes (i) an unconditional release of the indemnified party from all liability arising out of such action or claim.indemnified

Settlements. The indemnifying party under this Section 12 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 action expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 12(d)12, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid 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 judgment consent 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 claimproceeding.