Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. In the event that the Indemnified Party settles any Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlement.

Settlement of Third Party Claims. In the event that the Indemnified The Indemnifying Party settles shall not be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without its prior written consent (and if the Purchaser is the Indemnified Party, no amounts payable in respect of any such settlement or compromise of a Third Party Claim made without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to be taken into account in the computation of the Cumulative Threshold Amount). In such Third Party Claim; providedconnection, however, in the event 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of (x) the Indemnified Party (which or if the Purchaser is the Indemnified Party, the Company) shall not be unreasonably withheld receive from a Third Party or delayed(y) before entering into any the Indemnified Party (or if the Purchaser is the Indemnified Party, the Company) shall propose to make to a Third Party, an offer of settlement of a Third Party Claim or ceasing to defend (a “Settlement Offer”), the Indemnified Party shall notify the Indemnifying Party of such Settlement Offer as promptly as practicable upon receipt thereof from the Third Party Claim ifand reasonably in advance of responding thereto, pursuant or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related available supporting documentation reasonably required to or as a result enable the Indemnifying Party to assess the relative merits of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Settlement Offer. At the reasonable request of either the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations Indemnifying Party, the Parties will consult in good faith with respect to any such Third Settlement Offer. The Indemnifying Party Claim, without prejudiceshall then determine in the exercise of its own business judgment whether or not to consent to the Settlement Offer. In the event that a Settlement Offer is received which the Indemnifying Party, but not the Indemnified Party, is willing to accept, the Indemnified Party proposes a settlement may elect to any continue the defense of such Third Party Claim with respect to at its own expense, in which case the Indemnifying Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim, and the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount liability of the proposed settlement, then in such case the Indemnifying Party shall have no obligation be limited to indemnify the lesser of: (i) the amount of Damages calculated as if the Third Party Claim were settled in accordance with the proposed Settlement Offer; and (ii) the Damages actually suffered by the Indemnified Party under this Article XII against and in respect (or, if the Purchaser is the Indemnified Party, the Company), taking into account the final determination of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementThird Party Claim.

Settlement of Third Party Claims. In connection with the event that the Indemnified Party settles settlement or compromise of any Third Party Claim without (except for any Third Party Claims that are indemnifiable under SECTION 8.2(a)(viii), the prior written consent of the Indemnifying Partyprocess for which is set forth in SECTION 8.2(d)(ii)), the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to such Third Party Claim; providednot, however, that if without 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), (A) before entering into settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim or (B) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder or (C) settle or compromise any Third Party Claim if the Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of SECTION 8.3. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); PROVIDED, HOWEVER, if a Third Party Claim or ceasing is being defended by an Indemnified Party pursuant to the last sentence of clause (ii) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim ifClaim), pursuant the limitations on the Indemnified Party's right to settle or as compromise set forth in this clause (iii) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a result timely manner) payment of such settlement or cessation, injunctive or other equitable relief shall be imposed against Indemnified Party's costs and expenses associated with such defense upon demand therefor by the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release (subject to the undertaking of the Indemnified Party from all liabilities and obligations with respect to reimburse such Third Party Claim, without prejudice. In advances in the event that the Indemnifying Party proposes a settlement such costs of defense are not ultimately to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party be indemnifiable under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlement.ARTICLE VIII). E-91

Settlement of Third Party Claims. In If an Indemnifier elects to assume the event defense of any Third Party Claim as provided in Section 9.6, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim unless the representation of the Indemnifier and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. Notwithstanding the foregoing, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within a reasonable time after receiving notice from the Indemnified Party that the Indemnified Party settles any has reasonable grounds to believe that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defense of and to compromise or settle the Third Party Claim without assisted by counsel of its choice and the prior written consent of the Indemnifying Party, the Indemnifying Party Indemnifier shall have no further indemnification obligations under this Article XII with respect to such Third Party Claim; provided, however, that if the Indemnifying Party refuses to defend be liable for all reasonable costs and out-of-pocket expenses paid 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 amountincurred in connection therewith. If the Indemnifying Party controls the defense of any such Third Party Claim, the Indemnifying Party shall obtain Without the prior written consent of the Indemnified Party (which Party, the Indemnifier shall not be unreasonably withheld or delayed) before entering enter into any compromise or settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to any Third Party Claim with respect which would lead to which liability or create any financial or other material obligation on the Indemnifying Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim, and part of the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementParty.

Settlement of Third Party Claims. In Notwithstanding any other provision of this Agreement, if the event that Indemnifying Party assumes the defense of any Third Party Claim pursuant to Section 8.5, (i) the Indemnified Party settles 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 with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall be given if the settlement by its terms (1) obligates the Indemnifying Party shall have no further indemnification obligations under this Article XII to pay the full amount of the liability in connection 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 (2) fully and finally releases the Indemnifying Indemnified Party shall remain obligated completely in connection with respect to such settlement amountThird Party Claim, and (3) does not impose any obligation or restriction on such Indemnified Party or its Affiliates). If the Indemnifying Party controls does not assume the defense of any such Third Party Claims or fails to diligently prosecute or withdraws from the defense of a Third Party Claim, the Indemnifying Party shall obtain will not be obligated to indemnify the Indemnified Party for any settlement entered into or any judgment consented to without the prior the Indemnifying Party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayed) before entering into conditioned). Notwithstanding any settlement other provision of a Third Party Claim this Agreement, whether or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify assumed the defense of a Third Party Claim, if the Indemnified Party under 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), 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 this Article XII against and in respect of Section 8 or the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementthereof.

Settlement of Third Party Claims. In the event that the Indemnified Party settles any Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII V 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses damages exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII V against and in respect of the amount by which the Losses damages resulting from such final judgment exceed the amount of the proposed settlement.

Settlement of Third Party Claims. Should any claim be made by a person or entity not a party to this Agreement with respect to any matter covered by the indemnities contained in this Article VI, including without limitation, any claim by a governmental body in connection with the audit of any federal, state or local tax return, the party or parties being indemnified (the “Indemnified Party”), on not less than 30 days’ notice to the party making the indemnification (the “Indemnifying Party”), may make settlement (including payment in full) of such claim and such settlement shall be binding upon all parties hereto for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Party to contest such claim at the expense of the Indemnifying Party. In such event, the Indemnified Party shall, upon posting of the bond or alternative security described below, comply with such request and the Indemnifying Party shall have the right to direct the defense of such claim or any litigation based thereon at the Indemnifying Party’s expense through counsel of its own choosing on condition that such counsel agrees to look solely to the Indemnifying Party for payment of its fees. If the Indemnifying Party does retain counsel on such terms, then the Indemnified Party shall not be entitled to indemnification under the next sentence of this paragraph for the cost of any separate counsel it may retain in the matter. In the event that the Indemnifying Party shall so request the Indemnified Party settles to contest such claim, the Indemnifying Party shall first furnish to the Indemnified Party as indemnity against the contested claim a bond in the amount of the third party claim plus the amount of any Third expenses reasonably likely to be incurred by the Indemnified Party Claim in contesting, defending and litigating the same. In no event shall the Indemnifying Party or its counsel, without the prior written consent of the Indemnifying Indemnified Party, settle or compromise any claim or consent to the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and liability in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementclaim.

Settlement of Third Party Claims. Should any claim be made by a -------------------------------- person or entity not a party to this Agreement with respect to any matter covered by the indemnities contained in this Article IX or in Article X, including without limitation, any claim by a governmental body in connection with the audit of any federal, state or local tax return, the party or parties being indemnified (the "Indemnified Party"), on not less than 30 days' notice to the party making the indemnification (the "Indemnifying Party"), may make settlement (including payment in full) of such claim and such settlement shall be binding upon all parties hereto for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Party to contest such claim at the expense of the Indemnifying Party. In such event, the Indemnified Party shall, upon posting of the bond or alternative security described below, comply with such request and the Indemnifying Party shall have the right to direct the defense of such claim or any litigation based thereon at the Indemnifying Party's expense through counsel of its own choosing on condition that such counsel agrees to look solely to the Indemnifying Party for payment of its fees. If the Indemnifying Party does retain counsel on such terms, then the Indemnified Party shall not be entitled to indemnification under the next sentence of this paragraph for the cost of any separate counsel it may retain in the matter. In the event that the Indemnifying Party shall so request the Indemnified Party settles to contest such claim, the Indemnifying Party shall first furnish to the Indemnified Party as indemnity against the contested claim a bond in the amount of the third party claim plus the amount of any Third expenses reasonably likely to be incurred by the Indemnified Party Claim in contesting , defending and litigating the same, provided, however, that to the extent any balance is owing under this Agreement from the Indemnified Party to the Indemnifying Party (e.g., any balance owed under the Note or the Annual Earn-Out Payment), the Indemnified Party shall be required to accept as alternative security for such indemnity a suspension of any payments of such balance until final resolution of the third party claim. In no event shall the Indemnifying Party or its counsel, without the prior written consent of the Indemnifying Indemnified Party, settle or compromise any claim or consent to the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and liability in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementclaim.

Settlement of Third Party Claims. In connection with the event that the Indemnified Party settles any Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to such Third Party Claim; provided, however, that if the Indemnifying Party refuses to defend settlement 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 compromise of any such Third Party Claim, the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld), (A) settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim or (B) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder or (C) settle or compromise any Third Party Claim if the Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of Section 10.4. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of ); provided, however, if a Third Party Claim or ceasing is being defended by an Indemnified Party pursuant to the last sentence of clause (ii) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim ifClaim), pursuant the limitations on the Indemnified Party's right to settle or as compromise set forth in this clause (iii) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a result timely manner) payment of such settlement or cessation, injunctive or other equitable relief shall be imposed against Indemnified Party's costs and expenses associated with such defense upon demand therefor by the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release (subject to the undertaking of the Indemnified Party from all liabilities and obligations with respect to reimburse such Third Party Claim, without prejudice. In advances in the event that the Indemnifying Party proposes a settlement such costs of defense are not ultimately to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party be indemnifiable under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementX).

Settlement of Third Party Claims. In the event that the Indemnified The Indemnifying Party settles shall not be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without its prior written consent (and if the Purchaser is the Indemnified Party, no amounts payable in respect of any such settlement or compromise of a Third Party Claim made without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to be taken into account in the computation of the Cumulative Threshold Amount). In such Third Party Claim; providedconnection, however, in the event 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of (x) the Indemnified Party (which or if the Purchaser is the Indemnified Party, the Company) shall not be unreasonably withheld receive from a Third Party or delayed(y) before entering into any the Indemnified Party (or if the Purchaser is the Indemnified Party, the Company) shall propose to make to a Third Party, an offer of settlement of a Third Party Claim or ceasing to defend (a "Settlement Offer"), the Indemnified Party shall notify the Indemnifying Party of such Settlement Offer as promptly as practicable upon receipt thereof from the Third Party Claim ifand reasonably in advance of responding thereto, pursuant or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related available supporting documentation reasonably required to or as a result enable the Indemnifying Party to assess the relative merits of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Settlement Offer. At the reasonable request of either the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations Indemnifying Party, the Parties will consult in good faith with respect to any such Third Settlement Offer. The Indemnifying Party Claim, without prejudiceshall then determine in the exercise of its own business judgment whether or not to consent to the Settlement Offer. In the event that a Settlement Offer is received which the Indemnifying Party, but not the Indemnified Party, is willing to accept, the Indemnified Party proposes a settlement may elect to any continue the defense of such Third Party Claim with respect to at its own expense, in which case the Indemnifying Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim, and the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount liability of the proposed settlement, then in such case the Indemnifying Party shall have no obligation be limited to indemnify the lesser of: (i) the amount of Damages calculated as if the Third Party Claim were settled in accordance with the proposed Settlement Offer; and (ii) the Damages actually suffered by the Indemnified Party under this Article XII against and in respect (or, if the Purchaser is the Indemnified Party, the Company), taking into account the final determination of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementThird Party Claim.

Settlement of Third Party Claims. In the event that the The Indemnified Party settles any shall not unilaterally settle a Third Party Claim for which it seeks or may seek to be indemnified by the Indemnifying Party without the prior written consent of the Indemnifying Party unless (i) in the case of settlement of claims against the Indemnified Party, such settlement will not create any financial liability or other obligation on the part of the Indemnifying Party and provides for a complete release of the Indemnifying Party’s continued obligation to defend and/or indemnify the Indemnified Party; or (ii) in the case of a settlement of claims against both the Indemnified Party and the Indemnifying Party, such settlement will not create any financial liability or other obligation on the part of the Indemnifying Party and provides, in customary form, for the unconditional release of each Indemnifying Party from all liabilities and obligations in connection with such Third Party Claim. For the avoidance of doubt, this Section does not require an Indemnified Party to resolve any Third Party Claims against an Indemnifying Party in order to settle claims brought by a third party against the Indemnified Party. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to such Third Party Claim; provided, however, that if the Indemnifying Party refuses to defend or otherwise handle such not unilaterally settle any 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 such Third Party Claim, the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayedwithheld) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of unless such settlement or cessation, injunctive will not lead to financial liability or other equitable relief shall be imposed against obligation on the part of the Indemnified Party or if such settlement or cessation does not expressly and unconditionally provides, in customary form, for the unconditional release the of each Indemnified Party from all liabilities and obligations in connection with respect to such Third Party Claim, without prejudice. In Direct Claims. Any Action 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 event that Indemnified Party by giving the Indemnifying Party proposes a settlement written notice thereof prior to any Third the expiration of the applicable survival period, if any, relating to the circumstance giving rise to such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim with respect in reasonable detail, shall include copies of all material written evidence thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to which respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party is and its professional advisors to investigate the matter or was entitled circumstance alleged to defend, which settlement is satisfactory give rise to the party instituting such Third Party Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party withholds its consent shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to such settlementSellers’ premises and personnel and the right to examine and copy any accounts, and thereafter a final judgment is entered against documents or records) as the Indemnifying Party or Indemnified any of its professional advisors may reasonably request. If the Indemnifying Party pursuant to which Losses exceed the amount of the proposed settlementdoes not so respond within such 30 day period, then in such case the Indemnifying Party shall be deemed to have no obligation to indemnify rejected such claim, in which case the Indemnified Party under shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementAgreement.

Settlement of Third Party Claims. In Where the event Indemnifier has agreed to assume the defence of any Third Party Claim, and, thereafter, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party settles any 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 without the prior written consent assisted by counsel of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to such Third Party Claim; provided, however, its own choosing (provided 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 may not, as part of the settlement or compromise, require the Indemnifier to admit any liability or assume any financial or other material obligation) and, subject to Section 5.2, the Indemnifier shall be liable for any Loss of the Indemnified Party in connection with respect to such Third Party Claim, then provided that the Indemnifying Indemnified Party shall remain obligated with is entitled to indemnification hereunder in respect to of such settlement amountLoss. If the Indemnifying Party controls the defense of any such Third Party Claim, the Indemnifying Party shall obtain Without the prior written consent of the Indemnified Party (which Party, the Indemnifier shall not be unreasonably withheld or delayed) before entering enter into any compromise or settlement of a any Third Party Claim which would lead to liability or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive create any financial or other equitable relief shall be imposed against material obligation on the part of the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudiceParty. In the event that the Indemnifying Party proposes a settlement Indemnifier agrees to assume the defence of any Third Party Claim with respect to and, thereafter, it is determined that such Third Party Claim was not a Claim for which the Indemnifying Indemnified Party is or was entitled to defendindemnification hereunder, which settlement is satisfactory to all reasonable costs incurred by the party instituting Indemnifier in connection with such Third Party Claim, defence and determination shall be reimbursed by the Indemnified Party withholds its consent (such costs being deemed to such settlement, and thereafter be a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and in respect of the amount by Loss for which the Losses resulting from such final judgment exceed the amount provisions of the proposed settlementSection 5.12 shall apply).

Settlement of Third Party Claims. In the event that the Indemnified Party settles connection with any indemnification claim arising out of a claim or legal proceeding (a “Third Party Claim without the prior written consent of the Indemnifying Claim”) by a person or entity who is not a Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII be entitled to control the defense of any such claim with respect counsel reasonably acceptable 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 at the Indemnifying Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with respect to such Third Party Claim, then the defense. The Indemnifying Party shall remain obligated with respect be entitled to such agree to a settlement amount. If of, or the Indemnifying Party controls the defense stipulation of any judgment arising from, any such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of provided, however, that the Indemnified Party (shall have the right to consult as to the conduct of any such settlement or stipulation, including, without limitation, the strategy to be employed and the amounts and nature of any settlement or the terms of any stipulation, including consent thereto, which consent shall not be unreasonably withheld or delayeddelayed by the Indemnified Party; provided, further, that no such consent shall be required from the Indemnified Party if (A) before entering into any settlement of a Third the Indemnifying Party Claim pays or ceasing causes to defend such Third Party Claim if, pursuant to or as a result be paid all Losses arising out of such settlement or cessationjudgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed and are otherwise indemnifiable pursuant to this Article VIII), injunctive (B) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party, and (C) such settlement or other equitable relief shall be imposed against judgment does not require the encumbrance of any asset of the Indemnified Party or if such settlement impose any restriction upon its conduct of business or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claimotherwise materially adversely affect its business, including, without prejudice. In the event that the Indemnifying Party proposes a settlement to limitation, use of 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementIntellectual Property.

Settlement of Third Party Claims. Should any claim be made by a person or entity not a party to this Agreement with respect to any matter covered by the indemnities contained in this Article VI, including without limitation, any claim by a governmental body in connection with the audit of any federal, state or local tax return, the party or parties being indemnified (the "Indemnified Party"), on not less than 30 days' notice to the party making the indemnification (the "Indemnifying Party"), may make settlement (including payment in full) of such claim and such settlement shall be binding upon all parties hereto for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Party to contest such claim at the expense of the Indemnifying Party. In such event, the Indemnified Party shall, upon posting of the bond or alternative security described below, comply with such request and the Indemnifying Party shall have the right to direct the defense of such claim or any litigation based thereon at the Indemnifying Party's expense through counsel of its own choosing on condition that such counsel agrees to look solely to the Indemnifying Party for payment of its fees. If the Indemnifying Party does retain counsel on such terms, then the Indemnified Party shall not be entitled to indemnification under the next sentence of this paragraph for the cost of any separate counsel it may retain in the matter. In the event that the Indemnifying Party shall so request the Indemnified Party settles to contest such claim, the Indemnifying Party shall first furnish to the Indemnified Party as indemnity against the contested claim a bond in the amount of the third party claim plus the amount of any Third expenses reasonably likely to be incurred by the Indemnified Party Claim in contesting, defending and litigating the same. In no event shall the Indemnifying Party or its counsel, without the prior written consent of the Indemnifying Indemnified Party, settle or compromise any claim or consent to the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and liability in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementclaim.

Settlement of Third Party Claims. In the event that the Indemnified Party settles connection with any indemnification claim arising out of a claim or legal proceeding (a “Third Party Claim without the prior written consent of the Indemnifying Claim”) by a person or entity who is not a Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII be entitled to control the defense of any such claim, subject to the proviso below, with respect counsel reasonably acceptable 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 at the Indemnifying Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with respect to such Third Party Claimdefense, then the and such Indemnifying Party shall remain obligated with respect be entitled to such agree to a settlement amount. If of, or the Indemnifying Party controls the defense stipulation of any judgment arising from, any such Third Party Claim, with the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) before entering into any settlement of a Third the Indemnifying Party Claim pays or ceasing causes to defend such Third Party Claim if, pursuant to or as a result be paid all Losses arising out of such settlement or cessationjudgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), injunctive (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party, and (iii) such settlement or other equitable relief shall be imposed against judgment does not require the encumbrance of any asset of the Indemnified Party or if such settlement impose any restriction upon its conduct of business or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claimotherwise adversely affect its business, including, without prejudice. In the event that the Indemnifying Party proposes a settlement to limitation, use of 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementIntellectual Property.

Settlement of Third Party Claims. In connection with the event that the Indemnified Party settles any Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to such Third Party Claim; provided, however, that if the Indemnifying Party refuses to defend settlement 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 compromise of any such Third Party Claim, the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld), (1) settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim or (2) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder or (3) settle or compromise any Third Party Claim if the Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of Section 15(d). No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of ); provided, however, if a Third Party Claim or ceasing is being defended by an Indemnified Party pursuant to the last sentence of clause (B) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim ifClaim), pursuant the limitations on the Indemnified Party's right to settle or as compromise set forth in this clause (C) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a result timely manner) payment of such settlement or cessation, injunctive or other equitable relief shall be imposed against Indemnified Party's costs and expenses associated with such defense upon demand therefor by the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release (subject to the undertaking of the Indemnified Party from all liabilities and obligations with respect to reimburse such Third Party Claim, without prejudice. In advances in the event that the Indemnifying Party proposes a settlement such costs of defense are not ultimately to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party be indemnifiable under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementSection 15).

Settlement of Third Party Claims. In connection with the event that the Indemnified Party settles settlement or compromise of any Third Party Claim without (except for any Third Party Claims that are indemnifiable under either SECTION 8.2(a)(vi) or SECTION 8.2(a)(viii), the prior written consent of the Indemnifying Partyprocess for which is set forth in SECTION 8.2(d)(ii)), the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to such Third Party Claim; providednot, however, that if without 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), (A) before entering into settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim or (B) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder or (C) settle or compromise any Third Party Claim if the Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of SECTION 8.3. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); PROVIDED, HOWEVER, if a Third Party Claim or ceasing is being defended by an Indemnified Party pursuant to the last sentence of clause (ii) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim ifClaim), pursuant the limitations on the Indemnified Party's right to settle or as compromise set forth in this clause (iii) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a result timely manner) payment of such settlement or cessation, injunctive or other equitable relief shall be imposed against Indemnified Party's costs and expenses associated with such defense upon demand therefor by the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release (subject to the undertaking of the Indemnified Party from all liabilities and obligations with respect to reimburse such Third Party Claim, without prejudice. In advances in the event that the Indemnifying Party proposes a settlement such costs of defense are not ultimately to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party be indemnifiable under this Article XII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementARTICLE VIII).

Settlement of Third Party Claims. In the event that the Indemnified The Indemnifying Party settles shall not be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without its prior written consent and no amounts payable in respect of any such settlement or compromise of a Third Party Claim made without the prior written consent of the Indemnifying Party, Party shall be due by the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect to Party. In such Third Party Claim; providedconnection, however, that if in 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of event the Indemnified Party (which or the Company) shall not be unreasonably withheld (x) receive from a Third Party or delayed(y) before entering into any propose to make to a Third Party, an offer of settlement of a Third Party Claim or ceasing to defend (a “Settlement Offer”), the Indemnified Party shall notify the Indemnifying Party of such Settlement Offer promptly upon receipt thereof from the Third Party Claim ifand reasonably in advance of responding thereto, pursuant or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related supporting documentation reasonably required to or as a result enable the Indemnifying Party to assess the relative merits of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Settlement Offer. At the reasonable request of either the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations Indemnifying Party, the Parties will consult in good faith with respect to any such Third Party Claim, without prejudiceSettlement Offer. In the event that a Settlement Offer is received which the Indemnifying Party, but not the Indemnified Party proposes a settlement is willing to any accept, the Indemnified Party may elect to continue the defense of such Third Party Claim with respect to at its own expense, in which case the Indemnifying Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim, and the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount liability of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify be capped at Damages calculated as if the Indemnified Third Party under this Article XII against and Claim were settled in respect of the amount by which the Losses resulting from such final judgment exceed the amount of accordance with the proposed settlementSettlement Offer.

Settlement of Third Party Claims. In the event that the Indemnified Party settles any Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Article XII XIII 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 such Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes a settlement to 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 the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered against the Indemnifying Party or Indemnified Party pursuant to which Losses exceed the amount of the proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Article XII XIII against and in respect of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlement.

Settlement of Third Party Claims. In the event that the Indemnified Party settles any Third Party Claim without the prior written consent of the Indemnifying Party, If the Indemnifying Party shall have no further indemnification obligations under this Article XII with respect fails to such Third Party Claim; provided, however, that if assume control of 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 defence of any Third Party Claim, then the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party shall remain obligated with respect to such assumes control of the negotiation, settlement amount. If the Indemnifying Party controls the defense or defence of any such Third Party Claim, the Indemnifying Party shall obtain not settle any Third Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld or delayed) before entering into any settlement ; provided, however, that the liability of a Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In the event that the Indemnifying Party proposes shall be limited to the proposed settlement amount if any such consent is not obtained for any reason. Claims Involving Taxes In the case of any proposed or actual assessment of a settlement to any Third Party Claim with respect to Tax liability of the Business for which the Indemnifying Party Purchaser or Land Purchaser is or was entitled to defendindemnification from the Vendor or any corporation within the Vendor's Group as provided herein, which settlement is satisfactory the Purchaser or Land Purchaser shall give prompt notice to the party instituting Vendor of such Third Party Claim, proposed or actual assessments in accordance with section 9.5 together with a copy of any related correspondence and the Indemnified Party withholds its Purchaser or Land Purchaser, as the case may be, shall cause the Subco to contest such proposed or actual assessment in the manner directed by the Vendor (in consultation with the Purchaser or Land Purchaser, as the case may be) through the administrative procedures or judicial appeal procedures available under the relevant Tax laws and regulations. No settlement in respect of such Tax liability shall be agreed to by the Purchaser or the Subco without the prior written consent of the Vendor, not to such settlementbe unreasonably withheld. The Purchaser or Land Purchaser, and thereafter a final judgment is entered against as the Indemnifying Party or Indemnified Party pursuant case may be, shall not cause the relevant Subco to which Losses exceed pay the amount of the proposed settlementassessment, then and interest or penalties, if any, prior to the final determination of the dispute except if requested in writing to do so by the Vendor. If the relevant Subco is required by law, or the Vendor requests the Purchaser or the Land Purchaser, as the case may be, to cause the relevant Subco, to pay the amount of the assessment pending the outcome of the dispute, the Purchaser or Land Purchaser, as the case may be, shall cause the relevant Subco to pay the Tax and shall be entitled to immediate indemnification from the Vendor or the relevant entity within the Vendor's Group (other than any Subco). If the relevant Subco subsequently receives a refund of all of part of the amount paid in respect of such case assessment, the relevant Subco shall pay the Vendor or the relevant corporation in the Vendor Group (other than any Subco) the portion of the refund funded by the Vendor (to the extent of the indemnification payment) plus a corresponding portion of the interest, if any, that is paid by the appropriate Taxing Authority to the relevant Subco in respect of the refund. Co-operation The Indemnified Party and the Indemnifying Party shall have no obligation co-operate fully with each other with respect to indemnify the Indemnified Third Party under this Article XII against Claims, and in shall keep each other fully advised with respect thereto (including supplying copies of the amount by which the Losses resulting from such final judgment exceed the amount of the proposed settlementall relevant documentation promptly as it becomes available).