Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 9.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding If an Indemnifier elects to assume the defence of any other provision of this AgreementThird Party Claim as provided in Section 5.4 hereof, the Indemnifying Party Indemnifier shall not enter into settlement of be liable for any Third-legal expenses subsequently incurred by the Indemnified Party in connection with the defence thereof. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim without within 30 calendar days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party (which consent Party, the Indemnifier shall not be unreasonably withheld enter into any compromise or delayed), except as provided in this Section 9.5(b)settlement of any Third Party Claim which would lead to liability or create any financial or other material obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for which the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim is not entitled to indemnification hereunder and the Indemnifying Party Indemnifier desires to accept and agree to such offer, the Indemnifying Party Indemnifier shall give written notice to that effect to the Indemnified PartyParty to that effect. If the Indemnified Party fails to consent to such firm offer within ten (10) 30 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as Indemnifier with respect to such Third-Third Party Claim shall not exceed be (a) the amount of such the offer of settlement offer. If which the Indemnified Party fails refused to consent to such firm offer accept plus the costs and also fails to assume defense expenses of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed prior to the defense pursuant to Section 9.5(a), it shall not agree to any settlement without date the written consent Indemnifier notifies the Indemnified Party of the Indemnifying offer of settlement and (b) the actual out-of-pocket amount the Indemnified Party (which consent is obligated to pay as a result of continuing to pursue such matter, whichever is the lesser. An Indemnifier shall not be unreasonably withheld entitled to recover from the Indemnified Party any, additional expenses incurred by such Indemnifier as a result of the decision of the Indemnified Party to contest or delayed), except with respect to Third-defend such Third Party Claims related to Intellectual PropertyClaim.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b6.4(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person’s business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), 6.4(a) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 9.5(b7.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.5(a), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), ) unless such settlement or judgment will result in the Indemnified Party being liable for an amount of Losses which are not indemnified hereunder that are in excess of the amounts for which the Indemnified Party is indemnified hereunder and except as provided in this Section 9.5(b8.05(c). If a firm settlement offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation or any harm whatsoever on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such settlement offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm settlement offer within ten thirty (1030) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm settlement offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm settlement offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding If an Indemnitor elects to assume the defence of any other provision Third Party Claim as provided in Section 5.8, the Indemnitor shall not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defence of this Agreementsuch Third Party Claim following the receipt by the Indemnitee of notice of such assumption. However, if in the opinion of the Indemnitee, acting reasonably, there is a conflict between the interests of the Indemnifying Party shall not enter into settlement and the interests of any Third-the Indemnitee with respect to such Third Party Claim, or if the Indemnitor fails to take reasonable steps necessary to defend diligently such Third Party Claim within thirty (30) days after receiving notice from the Indemnitee that the Indemnitee believes on reasonable grounds that the Indemnitor has failed to take such steps, the Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise the Third Party Claim assisted by counsel of its own choosing and the Indemnitor shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnitor shall not, without the prior written consent of the Indemnified Indemnitee, enter into any compromise or settlement of a Third Party (Claim, which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b). If a firm offer is made to settle a Third-Party Claim without leading would lead to liability or the creation of a create any other obligation, financial or other obligation otherwise, on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual PropertyIndemnitee.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b7.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. the Indemnified Party fails to consent to such firm offer within ten fifteen (1015) calendar days Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b6.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense of a Third-Party Claim (including without limitation a Customer Claim) pursuant to Section 9.5(a6.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). In the event that a dispute arises as to whether consent that may not be unreasonably withheld or delayed has been unreasonably withheld or delayed by either the Indemnified Party or the Indemnifying Party under this Section 6.05(b), except as applicable, the prevailing party to such dispute shall be entitled to receive its reasonable attorneys’ fees and costs with respect to Third-Party Claims related to Intellectual Propertysuch dispute.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b‎Section 7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a‎Section 7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect . [***] = Information that has been omitted and submitted separately to Third-Party Claims related to Intellectual Propertythe Securities and Exchange Commission and for which confidential treatment has been requested.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party nor the Indemnified Party shall not enter into a settlement of any Third-Third Party Claim without the prior written consent of the Indemnified other Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b)9.5. If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person's business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), ) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of any Third Party Claim pursuant to Section 7.05, (i) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any Third-with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b). If a firm offer is made given if the settlement by its terms (1) obligates the Indemnifying Party to settle a Third-Party Claim without leading to liability or pay the creation of a financial or other obligation on the part full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations liability in connection with such Third-Third Party Claim Claim, (2) fully and finally releases the Indemnified Party completely in connection with such Third Party Claim, and (3) does not impose any obligation or restriction on such Indemnified Party or its Affiliates). If the Indemnifying Party desires to accept and agree to such offer, does not assume the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claims or fails to diligently prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer will not be obligated to settle such Third- Party Claim. If indemnify the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to for any settlement entered into or any judgment consented to without the prior the Indemnifying Party’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding any other provision of this Agreement, whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any liability with respect to, or settles, compromises or discharges, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), except with respect then such admission, settlement or compromise will not be binding upon or constitute evidence against the Indemnifying Party for purposes of determining whether the Indemnified Party has incurred Losses that are indemnifiable pursuant to Third-Party Claims related to Intellectual Propertythis Article VII or the amount thereof.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the an Indemnifying Party shall not enter into settlement of any a Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 9.5(b8.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the any Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer within such ten (10) day period and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.5(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). For the avoidance of doubt, except with respect the acceptance by an Indemnifying Party of an offer to Thirdsettle or an Indemnifying Party’s consent to a settlement offer requested by the Indemnified Party, does not establish an obligation by the Indemnifying Party to be responsible for such matter; rather, the Indemnifying Party must either consent to be responsible for all or a portion of such Losses, or be found by a court of competent jurisdiction in a final, non-Party Claims related appealable order, to Intellectual Propertybe liable for the underlying indemnification obligation.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b11.6(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten thirty (1030) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a11.6(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); provided, except however, that in the event that the Indemnifying Party, having failed to assume the defense of a Third Party Claim as permitted by this Section 11.6(b), fails to consent to a compromise or settlement recommended by the Indemnified Party that would result in Damages not in excess of the Cap, and the Third Party Claim ultimately results in Damages in excess of the Cap, then so long as the Indemnified Party continues to vigorously defend such matter in good faith, the Indemnifying Party shall be liable to the Indemnified Party for all Damages with respect to Third-such Third Party Claims related to Intellectual PropertyClaim, any Damages in excess of the Cap.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b6.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation or limitation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar business days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim, and the Indemnifying Party shall be liable to the extent of such settlement offer. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a6.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified PartyParty (“Settlement Notice”). If If, within ten days after the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its Party’s receipt of such noticea Settlement Notice, the Indemnified Party may continue provides written notice to contest the Indemnifying Party that is does not consent to the proposed settlement offer and that the Indemnified Party will assume the defense of the Third Party Claim (a “Settlement Rejection Notice”), then (i) the Indemnifying Party shall have no further obligation to prosecute the defense of the such Third Party Claim, (ii) the Indemnified Party shall have the full responsibility for the defense or defend settlement of such Third-Third Party Claim and in such event, (iii) the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent provide the Settlement Rejection Notice to such firm offer and also fails to assume defense the Indemnifying Party within ten days after the Indemnified Party’s receipt of such Third-Party Claimthe Settlement Notice, then the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 9.5(a8.05(a), it shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party that involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party and that provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party (which has assumed the defense pursuant to Section 8.05(a) because the Indemnifying Party has elected not to compromise or defend such Third Party Claim, failed to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or failed to diligently prosecute the defense of such Third Party Claim, such written consent of the Indemnifying Party shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Propertyrequired.

Settlement of Third Party Claims. Notwithstanding In connection with any other provision indemnification claim arising out of this Agreementa claim or legal Proceeding by a Person who is not a Party, including their respective Affiliates, as applicable (a “Third Party Claim”), the Indemnifying Party shall have the right, but not the obligation, to participate in or, by giving written notice to the Indemnified Party not later than thirty (30) days following Indemnifying Party’s receipt of the Third Party Claim notice, to assume the defense of any Third Party Claim at the Indemnifying Party’s sole expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (i) the Indemnified Party believes in its good faith judgment would be detrimental to, or materially injure, the Xxxxx Brand or the reputation or future business prospects the Xxxxx Xxxxx or Indemnified Party if an adverse determination were rendered with respect thereto, (ii) relates to or arises in connection with any criminal or quasi-criminal Proceeding, indictment or allegation, (iii) seeks an injunction or other equitable relief against the Indemnified Party or (iv) the Indemnified Party believes in its good faith judgment could result in Losses in excess of the maximum amount that such Indemnified Party would then be entitled to recover from the Indemnifying Party under this Article VII. As a condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim, the Indemnifying Party shall, first enter into a written agreement with the Indemnified Party whereby the Indemnifying Party is unconditionally and irrevocably obligated to pay and satisfy any Losses which may arise with respect to such Third Party Claim and provide evidence of its ability to satisfy such obligation, in each case, in form and substance reasonably satisfactory to the Indemnified Party. Subject to the preceding proviso, the Indemnifying Party shall be entitled to agree to a settlement of, or the stipulation of any Third-judgment arising from, any such Third Party Claim without Claim, with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, except however, that no such consent shall be required from the Indemnified Party if (a) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as provided well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (b) in this Section 9.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation case of a financial or other obligation on settlement, the part settlement is conditioned upon a release by the claimant of the Indemnified Party, and (c) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party, impose any restriction upon its use of the Xxxxx Brand or otherwise adversely affect the Xxxxx Business or result in injunctive or other equitable relief of any nature imposed against any Indemnified Party. From and after the date that the Indemnifying Party and providesassumes the defense of a Third Party Claim, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations shall not be entitled to any further reimbursement for any fees or disbursement of its legal counsel arising on or after such date in connection with such Third-Third Party Claim; provided, however, that, notwithstanding the foregoing, from and after the date the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which cost and expense shall not constitute a Loss) to participate in such contest and defense and to be represented by attorneys of its own choosing; provided, further that, (i) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party that are incurred prior to the date the Indemnifying Party assumes control of the defense of such Third Party Claim and (ii) if, in the reasonable opinion of counsel to the Indemnified Party there exists a conflict of interest between the Indemnifying Party desires to accept and agree to such offerthe Indemnified Party, the Indemnifying Party shall give written notice to that effect be liable for the reasonable fees and expenses of counsel to the Indemnified Party. If Party in each jurisdiction for which the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, determines counsel is required. To the extent the Indemnified Party may continue takes over the defense of any such claim pursuant to contest or defend such Third-Party Claim and the proviso contained in such event, the maximum liability first sentence of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If this Section 7.5 the Indemnified Party fails to shall not consent to any settlement of, or the stipulation of any judgment arising from, any such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. If the Indemnifying Party elects not to compromise or defend a Third Party Claim, fails to timely notify the Indemnified Party in writing of its election to defend as provided in this Section 7.05, fails to diligently prosecute the defense of such Third Party Claim or if any of clauses (i) through (iv) of the first sentence of this Section 7.05 becomes true, the Indemnified Party may, pay, compromise or defend such Third Party Claim and be indemnified for any and all Losses based upon, arising from or relating to such Third Party Claim (and all reasonable and documented costs or expenses paid or incurred by the Indemnified Party in connection with such defense shall constitute Losses). The Indemnifying Party and the Indemnified Party shall, except and shall cause their respective Affiliates and Representatives to, cooperate with respect each other in all reasonable respects in connection with the defense of any Third Party Claim, including by retaining and providing (subject to Thirdthe provisions of Section 6.6) records and information relating to such Third Party Claim and by making available, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, reasonable access to management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claims related to Intellectual PropertyClaim (including providing additional information and explanation of any materials provided hereunder).

Settlement of Third Party Claims. Notwithstanding any other provision of this Equity Restructuring Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 9.5(b6.05(b). If a firm offer is made to settle a Third-Third Party Claim (A) without an admission of wrongdoing, (B) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, and (C) provides, in customary form, for the full and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a)defense, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b6.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or other Affiliates or providing any restrictions on the operation of such Person's business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), 6.5(a) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), except as provided in this Section 9.5(b6.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Indemnifying Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-such Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 9.5(a6.5(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). If the Seller Representative is prevented from directing the defense of a Third Party Claim pursuant to clause (z) of the fifth sentence of Section 6.5(a), except with respect and Buyer and Seller Representative reasonably believe that an unfavorable resolution of such Third Party Claim would result in the aggregate amount of disbursements to Third-Buyer from the Escrow Fund exceeding the amount of disbursements to Buyer from the Escrow Fund that would be made without regard to such Third Party Claims related Claim, taking into account all applicable limitations under Section 6.4(b), then Buyer may not settle or compromise such asserted Third Party Claim without the prior written consent of the Seller Representative; provided, that consent to Intellectual Propertysettlement or compromise shall not be unreasonably withheld.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b8.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, involves no finding or admission of any violation of laws or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of (b) this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b7.5(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.5(a), Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 83 of 159 000220 EXECUTION VERSION it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 9.5(b9.06(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a9.06(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except with respect to Third-Party Claims related to Intellectual Property.. (c)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b8.05(b). If The Indemnifying Party shall give prompt written notice to the Indemnified Party if the Indemnifying Party receives a firm offer is made to settle a Third-Third Party Claim without leading that the Indemnifying Party desires to accept. If such firm offer (i) does not involve any financial liability or the creation of a financial obligation or any other obligation on the part of the any Indemnified Party Party, and (ii) provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with (monetary and otherwise) arising from such Third-Third Party Claim, the Indemnified Party shall have ten (10) days after its receipt of such notice to consent to the settlement of such Third Party Claim and the Indemnifying Party desires to accept and agree to as provided in such firm offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within such ten (10) calendar days after its receipt of such noticeday period, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and Claim, in such event, which event the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of set forth in such settlement firm offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claimoffer. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 9.5(a8.05(a)(iv), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Notwithstanding anything to the contrary expressed or implied in this Section 8.05(b), except with respect to Third-any settlement of any Third Party Claims related Claim brought by any Franchisee, (A) the Seller Indemnitors shall have the right, in their reasonable discretion and without impeding or otherwise delaying the ability to Intellectual Propertysettle such Third Party Claim, to determine and agree to the monetary amount of damages payable to the applicable Franchisees; (B) the Buyer Indemnitees shall have the right, in their reasonable discretion and without impeding or otherwise delaying the ability to settle such Third Party Claim, to determine any ongoing obligations of the Company with respect thereto, including with respect to the Franchisees.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall may not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b7.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party, which settlement would not involve any admission of wrongdoing or liability on the part of the Indemnified Party and which provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days 10 Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall will not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.05(a), it shall may not agree to any settlement without the written consent of the Indemnifying Party (which consent shall is not to be unreasonably withheld or delayed), ) except with respect that such consent will not be required if any payment that is required to Third-Party Claims related be made as a result of that settlement is to Intellectual Property.be paid from the Indemnity Escrow Amount. 61

Settlement of Third Party Claims. Notwithstanding In the event that the Indemnified Party settles any other provision Third Party Claim without the prior written consent of this Agreementthe Indemnifying Party, the Indemnifying Party shall not enter into have no further indemnification obligations under Section 10.2 with respect to such Third Party Claim; provided, however, that if the Indemnifying Party refuses to defend or otherwise handle such Third Party Claim and it is subsequently determined that the Indemnifying Party is or was obligated to defend or indemnify the Indemnified Party with respect to such Third Party Claim, then the Indemnifying Party shall remain obligated with respect to such settlement amount. If the Indemnifying Party controls the defense of any Third-such Third Party Claim without Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b). If ) before entering into any settlement of a firm offer is made to settle a Third-Third Party Claim without leading or ceasing to liability defend such Third Party Claim if, pursuant to or the creation as a result of a financial such settlement or cessation, injunctive or other obligation on the part of equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and provides, in customary form, for unconditionally release the unconditional release of each Indemnified Party from all liabilities and obligations in connection with respect to such Third-Third Party Claim and Claim, without prejudice. In the event that the Indemnifying Party desires proposes a settlement to accept any Third Party Claim with respect to which the Indemnifying Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim, and agree the Indemnified Party withholds its consent to such offersettlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Damages exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall give written notice have no obligation to that effect to the Indemnified Party. If indemnify the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim under this Article X against and in such event, the maximum liability respect of the Indemnifying Party as to amount by which the Damages resulting from such Third-Party Claim shall not final judgment exceed the amount of the proposed settlement. Notwithstanding the foregoing, in the event of a breach or inaccuracy or alleged breach or inaccuracy in the representation of Seller contained in the second sentence of Section 4.7(a), prior to initiating any Action to recover Damages with respect thereto from Seller, Buyer shall fully exhaust all recourse or remedies available to it to collect Damages from the Title Company under the Title Policy, and the amount of any such settlement offer. If the Indemnified Party fails recovery shall be applied to consent reduce any amount to which Buyer may be entitled to recover from Seller with respect to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent breach or inaccuracy; provided that Buyer shall not be unreasonably withheld or delayed), except with respect prevented from naming Seller as a defendant to Third-Party Claims related to Intellectual Propertyprotect Buyer's rights under applicable law.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall will not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld or delayed), except as provided in this Section 9.5(b7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party (other than any such liability or obligation satisfied by the Indemnifying Party) and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations PR01/ 1485553.8 in connection with such Third-Party Claim (such offer, a “Total Release Firm Offer”) and the Indemnifying Party desires to accept and agree to such offerTotal Release Firm Offer, the Indemnifying Party shall will give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer Total Release Firm Offer within ten (10) calendar 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim at its sole cost and expense and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall will not exceed the amount of such settlement offerTotal Release Firm Offer. If the Indemnified Party fails to consent to such firm offer Total Release Firm Offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer Total Release Firm Offer to settle such Third- Third-Party Claim. If a firm offer (other than a Total Release Firm Offer) is made to settle a Third-Party Claim, the Indemnified Indemnifying Party has assumed the defense pursuant to Section 9.5(a), it shall may not agree to any settlement settle such Third-Party Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Business Transfer Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 9.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim (A) without an admission of wrongdoing, (B) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party Party, and (C) provides, in customary form, for the full and unconditional release of each Indemnified Party from all liabilities and IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b8.06(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. UCYCLYD / HYPERION ASSET PURCHASE AGREEMENT creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days *** after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.06(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b9.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified PartyParty (the “Settlement Notice”). If If, within twenty-one (21) days after the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its Party’s receipt of such noticea Settlement Notice, the Indemnified Party may continue provides written notice to contest or defend such Third-the Indemnifying Party that it does not consent to the proposed settlement offer and that the Indemnified Party will assume the defense of the Third Party Claim (a “Settlement Rejection Notice”), then (i) the Indemnifying Party shall have no further obligation to prosecute the defense of such Third Party Claim, (ii) the Indemnified Party shall have the full responsibility for the defense or settlement of such Third Party Claim, and in such event, (iii) the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent provide the Settlement Rejection Notice to such firm offer and also fails to assume defense the Indemnifying Party within ten (10) days after the Indemnified Party’s receipt of such Third-Party Claimthe Settlement Notice, then the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 9.5(a9.05(a), it shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying’Party assumes the defense of any Third Party Claim pursuant to Section 8.05, (i) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any Third-with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b). If a firm offer is made given if the settlement by its terms (1) obligates the Indemnifying Party to settle a Third-Party Claim without leading to liability or pay the creation of a financial or other obligation on the part full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations liability in connection with such Third-Third Party Claim Claim, (2) fully and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to finally releases the Indemnified PartyParty completely in,oonnection with such Third Party Claim, anci (3) does not iml)ose any obligation or restriction on’sueh In9e111nified Party i or its Affiliates). If the Indemnified Iridemni.fying Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, does not assume the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claims or fails to diligently prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer will not be obligated to settle such Third- Party Claim. If indemnify the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to for any settlement entered into Oli any judgment consented to without the prior the Indemnifying Party’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding any other provision ofthis Agreement, whether or not the Indemnifying Party shall 11.ave assumed the defense of aThitd·Party·Claim, if.the Indemnified Party admits any liability. with respect to, or settles, compromises or discharges·; such Third Party Claim without the Indemnifying Party’s prior written consent (which consent,shall not be unreasonably withheld, delayed or cmiditioned), except with respect then such admission, settlement or ..comptomise wili not be binding upon or constitute.evidence against he Indemnifying Party for purposes-0ftletermining whether the Indemnified Party has incurred Losses that are indemni:fiable pursuantl to Third-Party Claims related to Intellectual Property,this Article,VIII or the amount thereof.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party (or, if the Indemnifying Party is a Seller, the Sellers’ Representative) shall give written notice to that effect to the Indemnified PartyParty (or, if the Indemnified Party is a Seller, the Sellers’ Representative). If the Indemnified Party or the Sellers’ Representative, as applicable, fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party or the Sellers’ Representative, as applicable, may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party (or, if the Indemnified Party is a Seller, the Sellers’ Representative) fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party (or, if the Indemnified Party is a Seller, the Sellers’ Representative) may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party or the Sellers’ Representative, as applicable, has assumed the defense pursuant to Section 9.5(a8.05(a), he, she or it shall not agree to any settlement without the written consent of the Indemnifying Party (or, if the Indemnifying Party is a Seller, the Seller’s Representative) (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of a Third Party Claim pursuant to Section 10.3(a), the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b10.3(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim (at the Indemnified Party’s sole cost and expense) and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a10.3(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, except the Indemnifying Party may enter into any settlement in its sole discretion, with respect to Third-any Third Party Claims related to Intellectual Propertyfor Non-Acquired Business Liabilities.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of any Third Party Claim pursuant to Section 7.5, (i) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any Third-with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b). If a firm offer is made given if the settlement by its terms (1) obligates the Indemnifying Party to settle a Third-Party Claim without leading to liability or pay the creation of a financial or other obligation on the part full amount of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations liability in connection with such Third-Third Party Claim Claim, (2) fully and finally releases the Indemnified Party completely in connection with such Third Party Claim, and (3) does not impose any obligation or restriction on such Indemnified Party or its Affiliates). If the Indemnifying Party desires to accept and agree to such offer, does not assume the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claims or fails to diligently prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer will not be obligated to settle such Third- Party Claim. If indemnify the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to for any settlement entered into or any judgment consented to without the prior the Indemnifying Party’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding any other provision of this Agreement, whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any liability with respect to, or settles, compromises or discharges, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), except with respect then such admission, settlement or compromise will not be binding upon or constitute evidence against the Indemnifying Party for purposes of determining whether the Indemnified Party has incurred Damages that are indemnifiable pursuant to Third-Party Claims related to Intellectual Propertythis section or the amount thereof.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as provided in this Section 9.5(b6.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a6.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party or Sellers’ Representative, as applicable, shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Sellers’ Representative, as applicable, except as provided in this Section 9.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party or Sellers’ Representative, as applicable, desires to accept and agree to such offer, the Indemnifying Party or Sellers’ Representative, as applicable, shall give written notice to that effect to the Indemnified PartyParty or Sellers’ Representative, as applicable. If the Indemnified Party or Sellers’ Representative, as applicable, fails to consent to such firm offer within ten (10) calendar days after its his receipt of such notice, the Indemnified Party or Sellers’ Representative, as applicable, may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party or Sellers’ Representative, as applicable, fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party or Sellers’ Representative, as applicable, may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party or Sellers’ Representative, as applicable, has assumed the defense pursuant to Section 9.5(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party or Sellers’ Representative, as applicable (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b10.3(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability Liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations Liabilities in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer, and the Purchaser Losses or Seller Losses, as the case may be, incurred by the Indemnified Party prior to the offering of such settlement. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a)10.3(a) of any Third Party Claim for which the Indemnified Party has acknowledged its obligations to indemnify the Indemnified Party for such Third Party Claim, it shall not agree to any settlement without the written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Indemnitor assumes the defense of any Third-Party Claim, neither the Indemnitor nor the Indemnified Party shall not enter into settlement of, or consent to the entry of any judgment with respect to, such Third-Party Claim without the prior written consent of the Indemnified Party other (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as otherwise provided in this Section 9.5(b9.4(b). If a firm offer is made the Indemnitor and the applicable third party wish to settle settle, or consent to the entry of any judgment with respect to, a Third-Party Claim without leading to liability and the proposed settlement or the creation judgment does not include any finding or admission of a financial wrongdoing, or other imposition of equitable remedies or obligation on the part Indemnified Party other than solely the payment of monetary damages payable for which the Indemnified Party will be indemnified hereunder, and also provides, in customary form, for the unconditional release by the claimant or plaintiff of each the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offerClaim, the Indemnifying Party Indemnitor shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer proposed settlement or judgment within ten fourteen (1014) calendar days after its receipt of such written notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party Indemnitor as to such Third-Party Claim shall not exceed the amount of that which would have been payable by Indemnitor hereunder had such proposed settlement offeror judgment been effected. If the Indemnified Party fails to consent to such firm offer proposed settlement or judgment in accordance with this Section 9.4(b) and also fails to assume defense of continue to contest or defend such Third-Party Claim, the Indemnifying Party Indemnitor may settle or consent to the entry of any judgment with respect to the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any proposed settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Propertyjudgment.

Settlement of Third Party Claims. Notwithstanding Except as -------------------------------- otherwise provided in this Section 5.5 or as otherwise specifically ----------- provided in any other provision of this Ancillary Agreement, unless and until the Indemnifying Party shall not enter into settlement has failed to assume the defense of any Third-Third Party Claim within thirty days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent of consent; provided, however, that the Indemnified Party (which consent Indemnitee shall not be unreasonably withheld have the right to settle, compromise or delayed), except as provided in this Section 9.5(b). If a firm offer is made to settle a Third-discharge such Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to Third-such Third Party Claims related Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If, upon expiration of 30 days from the date that the Indemnifying Party receives notice of a Third Party Claim from Indemnitee, the Indemnifying Party has not notified the Indemnitee of its election to Intellectual Property.assume the defense of such Third Party Claim, then in no event shall the Indemnitee settle, compromise or discharge such Third Party Claim without providing prior written notice to the Indemnifying Party, and the Indemnifying Party shall then have the option within fifteen days following receipt of such notice to:

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), except as provided in this Section 9.5(b7.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b5.5(c). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar 10 days after its such Person’s receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Third-Party Claim. If the Indemnified Party controls or has assumed the defense pursuant to Section 9.5(a5.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect . The foregoing provisions of this Section 5.5(c) shall not apply to a Third-Party Claims related to Intellectual PropertyClaim made or brought by a Governmental Authority, it being agreed that the Indemnified Party may defend and settle any such Third-Party Claim without the consent of the Indemnifying Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, except as provided in this Section 9.5(b8.05(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten fifteen (1015) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.05(a)), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b8.3(b). If a firm offer is made to settle a Third-Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim, and the Indemnifying Party shall be liable to the extent of such settlement offer. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.3(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party shall validly elects to assume and control the defense of a Third Party Claim, then: (i) the Indemnifying Party will not enter into be liable for any settlement of any Third-such Third Party Claim effected without its consent, which consent will not unreasonably be withheld, conditioned, or delayed; (ii) the Indemnifying Party may settle such Third Party Claim (other than any Third Party Claim related or attributable to Taxes) without the prior written consent of the Indemnified Party if (which consent shall not be unreasonably withheld or delayed)A) all monetary damages payable in respect of the Third Party Claim are paid by the Indemnifying Party, except as provided (B) the Indemnified Party receives a full, complete, and unconditional release in this Section 9.5(b). If a firm offer is made to settle a Third-respect of the Third Party Claim without leading any admission or finding of obligation, Liability, fault, or guilt (criminal or otherwise) with respect to liability or the creation of a financial Third Party Claim, and (C) no injunctive, extraordinary, equitable, or other obligation relief of any kind is imposed on the part of the Indemnified Party or any of its Affiliates; and provides, in customary form, for (iii) the unconditional release of each Indemnified Indemnifying Party from all liabilities and obligations in connection with may otherwise settle such Third-Party Claim and only with the consent of the Indemnified Party, which consent will not unreasonably be withheld, conditioned, or delayed. Notwithstanding any other provision of this Agreement, if the Indemnifying Party desires does not have the right to accept and agree defend or direct the defense of any Third Party Claim pursuant to such offerSection 6.05(a), then the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt will not be liable for any settlement of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such eventeffected without its consent, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall will not unreasonably be unreasonably withheld withheld, conditioned, or delayed), except with respect to Third-Party Claims related to Intellectual Property.

Settlement of Third Party Claims. Notwithstanding any other provision of this AgreementIf the Indemnitor and the applicable third party wish to settle, or consent to the Indemnifying Party shall not enter into settlement entry of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)judgment with respect to, except as provided in this Section 9.5(b). If a firm offer is made to settle a Third-Party Claim without leading to liability and the proposed settlement or judgment (i) does not include any monetary damages payable by the creation Indemnified Party and provides for the payment by the Indemnitor of a financial or other obligation money as sole relief for the claimant, (ii) does not include any restriction on the part operations of the Indemnified Party and does not subject the Indemnified Party to any equitable relief, (iii) involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (iv) provides, in customary form, for the unconditional release of each the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offerClaim, the Indemnifying Party Indemnitor shall give written notice to that effect to the Indemnified Party and the Indemnitor may settle, or consent to the entry of a judgment with respect to, such Third-Party Claim without the Indemnified Party’s consent. If the Indemnitor does not deliver the notice contemplated by Section 9.4(a)(i), or otherwise at any time fails to conduct the defense of the Third-Party Claim actively and diligently, the Indemnified Party fails to may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such firm offer within ten notice is given on a timely basis and the Indemnitor conducts the defense of the Third Party Claim actively and diligently but any of the conditions in clauses (10ii), (iii), (iv), or (v) calendar of Sections 9.4(a) is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim; provided, that the entry of any such judgment consented to, or any such compromise or settlement effected, without Seller’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) shall not be binding on Seller and shall have no dispositive effect with respect to whether or not Seller has any obligation (or the amount of any obligation) hereunder or otherwise with respect thereto. Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnitor prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except to the extent that the Indemnitor is prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been sustained by the Indemnified Party. The Indemnitor shall have thirty (30) days after its receipt of such notice, the Indemnified Party may continue notice to contest or defend such Third-Party Claim and respond in such event, the maximum liability of the Indemnifying Party as writing to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third- Party Direct Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnified Party has assumed shall be free to pursue such remedies as may be available to the defense Indemnified Party under this Agreement. Exclusive Remedy. From and after the Closing, indemnification pursuant to the provisions of this Article IX shall be the sole and exclusive remedy for any breach of this Agreement, the Restrictive Covenant Agreement or otherwise relating to the subject matter of this Agreement, the Restrictive Covenant Agreement and the transactions contemplated herein and therein (except for those items with respect to which the process set forth in Section 2.5 is the sole and exclusive remedy as set forth in Section 2.5(h)). Without limiting the generality of the preceding sentence, from and after the Exhibit 2.1 Closing, Buyer, for itself and the other Buyer Indemnitees, (a) agrees that no legal action sounding in contribution, tort, strict liability or any other legal theory may be maintained by any Buyer Indemnitee, or any other Person for any breach of this Agreement or otherwise with respect to the subject matter of this Agreement and the transactions contemplated herein, and (b) hereby waives any and all statutory rights of contribution or indemnification that any of them might otherwise be entitled to under any Law or any similar rules of law embodied in the common law. The limitations in this Section 9.5 shall not apply with respect to (a) any claims based on fraud committed by or on behalf of Seller in connection with the transactions contemplated hereby, (b) in the case where a party seeks to obtain specific enforcement pursuant to Section 9.5(a10.12, or (c) with respect to the Ancillary Documents (other than the Restrictive Covenant Agreement), it which shall not agree to any settlement without be governed by their terms, from and after the written consent of the Indemnifying Party (which consent Closing and shall not be unreasonably withheld subject to this Article IX. The rights of each Buyer Indemnitee and Seller Indemnitee under this Article IX are cumulative, and each Buyer Indemnitee and Seller Indemnitee will have the right in any particular circumstance, in its sole discretion, to enforce any provision of this Article IX without regard to the availability of a remedy under any other provision of this Article IX. With respect to any claim brought by a Buyer Indemnitee against any Seller Indemnitee under this Agreement or delayed)otherwise relating to this Agreement or any of the transactions contemplated by hereby or thereby, except Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Acquired Companies with respect to Third-Party Claims related any amounts owed by Seller pursuant to Intellectual Propertythis Article IX or otherwise.

Settlement of Third Party Claims. The Indemnified Party shall have the right to settle, adjust or compromise any Third Party Claim; provided, however, that if the Indemnified Party settles, adjusts or compromises any such Third Party Claim without the consent of the Indemnifying Party, such settlement, adjustment or compromise shall not be determinative of whether the Indemnified Party is entitled to indemnification hereunder (or the amount of Damages incurred by the Indemnified Party) in connection with such Third Party Claim (it being understood that if the Indemnified Party requests that the Indemnifying Party’s consent to a settlement, adjustment or compromise, the Indemnifying Party shall not unreasonably withhold or delay such consent). Notwithstanding any other provision of this Agreement, if the Indemnified Party elects to have the Indemnifying Party assume the defense of a Third Party Claim pursuant to Section 7.04(a), the Indemnifying Party shall not enter into settlement of any Third-the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 9.5(b7.04(b). If a firm offer is made to settle a Third-the Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Third Party Claim, the Indemnifying Party may settle the Third-Third Party Claim upon the terms set forth in such firm offer to settle such Third- Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), except with respect to Third-Party Claims related to Intellectual Property.