Indemnified Party's Rights. Anything in thisSection 7 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of such Claim.
Indemnified Party's Rights. Anything in this Section 11 to the contrary notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of such Claim.
Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 7, (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to the entry of judgment with respect to the Third Party, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the Third Party Claim.
Indemnified Party's Rights. Anything in this Section 8.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments which are less than $10,000,000, the Indemnified Party shall have the right to defend, compromise or settle such Claim and (ii) with respect to matters involving third party claimants or plaintiffs, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim.
Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 6, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditioned, withheld or delayed) if the contemplated settlement, compromise or judgment does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party of a release from all Liability in respect of the Third Party Claim. In addition, notwithstanding anything to the contrary in this Article 6, the Indemnified Party shall have the right to defend, compromise or settle any Third Party Claim or consent to or seek the entry of a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnifying Party or the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are sought.
Indemnified Party's Rights. Notwithstanding anything contained in this Article IV to the contrary, (i) if there is a reasonable probability that a Claim will materially and adversely affect any Indemnified Party other than as a result of money damages or other money payments, such Indemnified Party shall have the right to defend, compromise or settle such Claim to the extent such Claim relates to the Indemnified Party (subject, in the case of defense, to the approval of counsel selected by it by the Indemnifying Party, and, in the case of compromises and settlements, to the consent of the Indemnifying Party, which approval or consent shall not, in any case, be unreasonably withheld, delayed or conditioned), and (ii) no consent order shall be entered into or Claim settled with respect to an Indemnified Party unless the Indemnified Party has given its prior written consent thereto; provided, however, that the Indemnified Party shall consent to any settlement, compromise or discharge of such Claim that the Indemnifying Party may recommend that by its terms unconditionally and fully releases the Indemnified Party from all Claims, Liabilities and Losses with respect to the matters giving rise to such Claim and which does not impose any form of injunctive relief on such Indemnified Party.
Indemnified Party's Rights. Anything in thisSection 8 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to participate at its own cost and expense in the defense, compromise and settlement of such Claim; (ii) if the Indemnifying Party fails to assume the defense of a Claim, the Indemnified Party shall have the right to defend, compromise and settle such Claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, which approval shall not be unreasonably delayed or withheld, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of such Claim.
Indemnified Party's Rights. Notwithstanding anything -------------------------- in this Section 8.3, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party will have the right to defend, compromise or settle the Claim, and (ii) the Indemnifying Party will not, without the written consent of the Indemnified Party, settle or compromise, or allow to be settled or compromised, any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release, reasonably satisfactory as to form and substance to the Indemnified Party, from all liability in respect of such Claim.
Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 6, if a Third Party Claim (i) relates to or has arisen in connection with any criminal action or (ii) seeks an injunction or other equitable relief against an Indemnified Party or any of its Affiliates that could adversely affect in any material respect an Indemnified Party (except where equitable or injunctive relief is incidental to a primary claim or claims for monetary damages) then the Indemnified Party shall have the right to undertake and control the defense, compromise and/or settlement of such Third Party Claim without waiver of its rights against the Indemnifying Party, subject to the terms and conditions of this Article 6; provided, that the Indemnifying Party shall not settle or compromise, or consent to the entry of judgment with respect to, any such Third Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of such Third Party Claim without the prior written consent of the Indemnified Party. Notwithstanding the preceding sentence, if the Indemnified Party undertakes the defense, compromise or settlement of the Third Party Claim, the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense and the Indemnified Party shall provide the Indemnifying Party with reasonable cooperation in the defense of the Third Party Claim.
Indemnified Party's Rights. Anything in this Section 11 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim may materially and adversely affect Buyer other than as a result of money damages or other money payments for such Claim, or if the amount of the Claim being asserted exceeds (in Buyer's judgment) by more than USD $200,000 the insurance coverage which has been admitted by the applicable insurance carriers, Buyer shall have the sole right to defend, compromise or settle such Claim and shall be entitled to recover from Sellers for such amounts, (b) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (c) Buyer shall have the exclusive right to defend and settle breach of warranty claims for Software.
