Common use of Settlements Clause in Contracts

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 45 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified party, Indemnified Person effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party Indemnifying Person under this Section 5 8 shall not be liable for any settlement of any proceeding (i) effected without its written consent, which shall consent may not be withheld, delayed or conditioned unreasonably, but unreasonably withheld(but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment) or (ii) if any Indemnified Person made any admission or settlement without the prior written consent of the Company or did not fully cooperate with the defense. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 45 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified party, Indemnified Person effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; provided, that if it is ultimately determined that an indemnified party was not entitled to indemnification hereunder, such indemnified party shall be responsible for repaying or reimbursing such amounts to the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have provided the indemnifying party with the proposed terms of settlement and shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense Loss by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 thirty (30) days after receipt by such indemnifying party of the aforesaid request request, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise compromise, or consent to the entry of judgment in any pending or threatened action, suit suit, or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise compromise, or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit suit, or proceeding proceeding, and (yii) does not include a statement as to or an admission of fault, culpability culpability, or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xiii) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xA) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yB) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its prior written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 sixty (60) days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonablybut, but if settled with such consent consent, or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel counsel, as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is is, or could have been been, a party and indemnity was was, or could have been been, sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to to, or an admission of any findings of, fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its prior written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof9, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its prior written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof7, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, which consent may not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its prior written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request request, including notice of the terms of such settlement, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any fees and expenses of counsel as contemplated by this Section 5.3 hereof7, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, which consent may not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an any admission of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and legal or other expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise of, or consent to the entry of any proceeding judgment with respect to, any pending or threatened action or claim effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shallsettlement or compromise of, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyjudgment.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof9, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 120 days after receipt by such indemnifying party of the aforesaid request and request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be withheld, delayed unreasonably withheld or conditioned unreasonablydelayed, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and the indemnifying party has not objected to the terms of such settlement and (ii) such indemnifying party shall not have reimbursed the indemnified party all amounts reasonably owed in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, fault or culpability or a failure to act, act by or on behalf of any such indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable 8 for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, settlement or compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any the indemnified party is or could have been a party and party, or indemnity was or could have been sought hereunder by such the indemnified party, unless such settlement, compromise or consent settlement (xA) includes an unconditional written release of such the indemnified party party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (yB) does not include a any statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any the indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and request, (ii) such indemnifying party shall have received notice of the terms such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have (x) reimbursed the indemnified party in accordance with such request or (y) disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, not to be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. Broadband Capital Management LLC.

Settlements. The indemnifying party Indemnifying Person under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any fees and expenses of counsel as contemplated by this Section 5.3 hereof7, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, which consent may not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (xiv) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (yv) does not include a statement any statements as to or an any admission of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense Loss by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(a) and (b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 4 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 4(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement settlement, compromise or consent to the entry of judgment in any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled settled, compromised or the consent to judgment is entered into with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle, compromise or consent to the entry of judgment (which notice may be given prior to the expiration of the 60 day period required under clause (i) of this subsection (d)). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyproceeding.

Settlements. The indemnifying party Indemnifying Person under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof9, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, which consent may not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof9, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 forty-five (45) days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least forty-five (45) days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified party, Indemnified Person effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and legal or other expenses of counsel as contemplated by Section 5.3 6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise of, or consent to the entry of any proceeding judgment with respect to, any pending or threatened action or claim effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shallsettlement or compromise of, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyjudgment.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 sixty (60) days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 ‎9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof‎9, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 forty-five (45) days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least forty-five (45) days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified party, Indemnified Person effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable 11 for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof11, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, settlement or compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any the indemnified party is or could have been a party and party, or indemnity was or could have been sought hereunder by such the indemnified party, unless such settlement, compromise or consent settlement (xA) includes an unconditional written release of such the indemnified party party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (yB) does not include a any statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any the indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any fees and expenses of counsel as contemplated by this Section 5.3 hereof6, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, which consent may not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (xiv) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (yv) does not include a statement any statements as to or an any admission of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 5(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request request, or disputed in good faith the indemnified party’s entitlement to such reimbursement, prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify indemnify, or cause the indemnification of, the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse reimburse, or cause the reimbursement of, the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, fault or culpability or a failure to act, act by or on behalf of any such indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and legal or other expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise of, or consent to the entry of any proceeding judgment with respect to, any pending or threatened action or claim effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shallsettlement or compromise of, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyjudgment.

Settlements. The indemnifying party Indemnifying Person under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, which consent may not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an any admission of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party Company under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Company agrees to indemnify the indemnified party Indemnified Person against any loss, claim, damage, liability or expense Losses by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party the Company to reimburse the indemnified party Indemnified Person for fees and expenses of counsel as contemplated by Section 5.3 5(b) hereof, the indemnifying party Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party the Company of the aforesaid request and (ii) such indemnifying party the Company shall not have reimbursed the indemnified party Indemnified Person in accordance with such request prior to the date of such settlement. No indemnifying party shallThe Company shall not, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent includes (xi) includes an unconditional written release of such indemnified party Indemnified Person from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act, by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 10 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 10(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyparty (whether or not the indemnified parties are actual or potential parties to such claim or action), unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense to the extent the indemnified party is entitled to the benefits of indemnification pursuant to Section 8(a) or (b) hereof, as applicable, by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement , unless the indemnifying party is, in good faith, contesting the amount of such reimbursement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have provided the indemnifying party with the proposed terms of settlement and shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8 hereof, the indemnifying party agrees that it such party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement or notified the indemnified party that it in good faith disputes whether it is obligated to indemnify the indemnified party with respect to such settlement or the fees and expenses of counsel. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in if any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 SECTION 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereofthis SECTION 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 6.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 5.1.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if if: (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.. China Growth Alliance Ltd. _______________, 2008 Page 25 of 33

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 9(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiffconsent, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgmentsettlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 6(a) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. In case any such action shall be brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlementthe settlement or compromise of, compromise or consent to the entry of any judgment in with respect to, any pending or threatened action, suit action or proceeding claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity was to such action or could have been sought hereunder by such indemnified party, claim) unless such settlement, compromise or consent judgment (xi) includes an unconditional written release of such the indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and legal or other expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise of, or consent to the entry of any proceeding judgment with respect to, any pending or threatened action or claim effected without its written consent if (i) such settlement is entered into more than 30 90 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shallsettlement or compromise of, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyjudgment.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, consent (which consent shall not be unreasonably withheld, delayed or conditioned unreasonably), but if settled with such consent or if there is be a final final, non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 5(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiffplaintiff (other than a final judgment entered into pursuant to a settlement as to which the indemnifying party did not consent), the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgmentjudgment to the extent provided in this Section 8. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, consent (which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably), but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable 9 for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof11, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, settlement or compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any the indemnified party is or could have been a party and party, or indemnity was or could have been sought hereunder by such the indemnified party, unless such settlement, compromise or consent settlement (xA) includes an unconditional written release of such the indemnified party party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (yB) does not include a any statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any the indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Sections 8(a) or (b) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it determines in good faith such request to be reasonable and (ii) provides written notice to the indemnified party substantiating in reasonable detail the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been reasonably be expected to be a party and indemnity was or could reasonably be expected to have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyproceeding.

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 9(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall consent may not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 45 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been reasonably be expected to be a party and indemnity was or could have been reasonably be expected to be sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiffconsent, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgmentsettlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to the settlement being entered into, and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyproceeding.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 40 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 20 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 5.1.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if if: (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 8 shall not be liable for any settlement of any proceeding (i) effected without its written consent, which shall consent may not be withheld, delayed or conditioned unreasonably, unreasonably withheld (but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment) or (ii) if any Indemnified Person made settlement without the prior written consent of the Company or did not reasonably cooperate with the defense. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 45 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified party, Indemnified Person effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 9 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party is required to so reimburse the indemnified party pursuant to this Section 8 and shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyproceeding.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof8(d), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if if: (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request request; and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes: (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding proceeding; and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable 8 for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action is settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, settlement or compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any the indemnified party is or could have been a party and party, or indemnity was or could have been sought hereunder by such the indemnified party, unless such settlement, compromise or consent settlement (xA) includes an unconditional written release of such the indemnified party party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (yB) does not include a any statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any the indemnified party.

Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment (other than a final judgment entered into pursuant to a settlement as to which the indemnifying party did not consent) for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this Section 5.3 hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement any statements as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 6(b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, which shall not be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a any statement as to or an the admission of fault, culpability or a failure to act, act by or on behalf of any the indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final non-appealable judgment for the plaintiff, ------------------------ (8) To be updated based on Offering Memorandum. the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the final terms of such proposed settlement as soon as practicable prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyproceeding.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, consent (which consent shall not be unreasonably withheld, delayed or conditioned unreasonably), but if settled with such consent or if there is a final final, non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 4 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 4(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 4 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof4.3, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party. If the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying parties on the one hand and the indemnified parties and the Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any reasonable out-of-pocket legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such Holder exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each director, officer, employee and agent of Holder, or each Person, if any, who controls any Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Holder, and each director, officer, employee or agent of the Company, and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The provisions of this Section 4 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any indemnified person referred to in this Section 4, and shall survive the sale by a Holder of Registrable Securities covered by such Registration Statement.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement settlement, compromise or consent to the entry of judgment in any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled settled, compromised or the consent to judgment is entered into with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle, compromise or consent to the entry of judgment (which notice may be given prior to the expiration of the 60 day period required under clause (i) of this subsection (d)). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyproceeding.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereofcounsel, the indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 8(a) effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 8(a) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it determines in good faith such request to be reasonable and (ii) provides written notice to the indemnified party substantiating in reasonable detail the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyproceeding.

Settlements. The indemnifying party under this Section 5 SECTION 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 (c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; provided that the indemnifying party shall not be liable for any such settlement if the indemnifying party has reimbursed the indemnified party for such fees and expenses other than that portion which the indemnifying party is contesting in good faith as being unreasonable. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with replied to such request prior to the date of such settlementrequest. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and reasonable legal or other expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise of, or consent to the entry of any proceeding judgment with respect to, any pending or threatened action or claim effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shallsettlement or compromise of, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyjudgment.

Settlements. The indemnifying party under this Section 5 7 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after the receipt by such indemnifying party of the aforesaid request request, and (ii) such indemnifying party shall have not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes: (xA) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding proceeding; and (yB) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party Indemnifying Person under this Section 5 0 shall not be liable for any settlement of any proceeding (i) effected without its written consent, which shall consent may not be withheld, delayed or conditioned unreasonably, but unreasonably withheld(but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment) or (ii) if any Indemnified Person made any admission or settlement without the prior written consent of the Company or did not fully cooperate with the defense. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for any reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 5.3 hereof0, the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party Indemnifying Person of the aforesaid request and request, (ii) such indemnifying party Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request request, or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlementsettlement and (iii) such Indemnified Person shall have given the Indemnifying Person at least 45 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified party, Indemnified Person effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement any statements as to or an admission any findings of fault, culpability or a failure to act, act by or on behalf of any indemnified partyIndemnified Person.

Settlements. The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall will not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiffjudgment, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding Counsel to the foregoing sentenceindemnified parties shall be selected as follows: counsel to the Initial Purchasers and the other indemnified parties referred to in Section 6(a) above shall be selected by Xxxxx Fargo and counsel to the Company and the Guarantors, their respective directors, each of their respective officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Company and the Guarantors. An indemnifying party may participate at its own expense in the defense of any time an indemnified such action; provided, however, that counsel to the indemnifying party shall have requested an not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party to reimburse be liable for the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party one counsel (in addition to any local counsel) separate from their own counsel for the Initial Purchasers and the other indemnified parties referred to in Section 6(a) above; and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Company and the Guarantors, their respective directors, each of their respective officers and each person, if any, who controls the Company within the meaning of Section 15 of the aforesaid request and (ii) such indemnifying party shall not have reimbursed 1933 Act or Section 20 of the indemnified party 1934 Act, in accordance each case in connection with such request prior to any one action or separate but similar or related actions in the date same jurisdiction arising out of such settlementthe same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending litigation, or threatened action, suit any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified party is parties are actual or could have been a party and indemnity was or could have been sought hereunder by such indemnified partypotential parties thereto), unless such settlement, compromise or consent (xi) includes an unconditional written release of such each indemnified party from all liability on claims that are the subject matter arising out of such actionlitigation, suit investigation, proceeding or proceeding claim and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 8 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Settlements. The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof6(d), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if if: (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request request; and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes: (xi) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding proceeding; and (yii) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Settlements. The No indemnifying party shall be liable under this Section 5 shall not be liable for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, delayed or conditioned unreasonably, but if a claim or action settled with such consent its written consent, or if there is be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and legal or other expenses of counsel as contemplated by Section 5.3 hereofthis Section, the indemnifying party agrees that it shall be liable for any settlement or compromise of, or consent to the entry of any proceeding judgment with respect to, any pending or threatened action or claim effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shallsettlement or compromise of, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified partyjudgment.