Settlement of Claims. The Indemnified Party may not settle or compromise any Proceeding for which a Claim Notice has been provided in accordance with [Section 8.6(a)] without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed) and such written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable.

Settlement of Third Party Claims. TheNotwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.5. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle or compromisethe Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.5(a), it shall not agree to any Proceeding for which a Claim Notice has been provided in accordance with [Section 8.6(a)]settlement without the prior written consent of the Indemnifying Party (which consent mayshall not be unreasonably withheld, conditionedwithheld or delayed) and such written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. .

Settlement of Third-Party Claims. TheNotwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle or compromisethe Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any Proceeding for which a Claim Notice has been provided in accordance with [Section 8.6(a)]settlement without the prior written consent of the Indemnifying Party (which consent mayshall not be unreasonably withheld, conditionedwithheld or delayed) and such written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. .

SettlementSettlements. No indemnifying party shall be liable under this Section 8 for any settlement of Claims. The Indemnified Party mayany claim or action (or threatened claim or action) effected without its written consent, which shall not settlebe unreasonably withheld, but if a claim or compromiseaction settled with its written consent, or if there be a final judgment for the plaintiff with respect to any Proceedingsuch claim or action, each indemnifying party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each indemnified party from and against any and all losses, claims, damages or 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 which a Claim Notice has been providedfees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if # such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and # such indemnifying party shall not have reimbursed the indemnified party in accordance with [Section 8.6(a)]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 Indemnifying Partyindemnified party (which consent mayshall not be unreasonably withheld, conditionedwithheld), effect any settlement or delayed) and such written consent shall be deemed tocompromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consentparty, or indemnity could have been sought hereunder by the Indemnified Party. The amount paid in theindemnified party, unless such settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. # includes an unconditional

Settlement of Claims. The Indemnified Party mayshall not settle or compromiseagree to any Proceeding for which asettlement of such Claim Notice has been provided in accordance with [Section 8.6(a)] without the prior written consent of the Indemnifying Party (which consent mayParty, which shall not be unreasonably withheld, conditioned or delayed)delayed. The Indemnifying Party shall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and suchunconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party or adversely affects the Indemnified Party without the prior written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent byof the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimantParty, which shall not be determinative of the existence ofunreasonably withheld, conditioned or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. delayed.

Settlement of Claims. TheExcept in circumstances described in Section 8.4(c), neither the Indemnified Party may not settlenor the Indemnifying Party will consent to the entry of any judgment or compromiseenter into any Proceeding for which asettlement with respect to the Third-Party Claim Notice has been provided in accordance with [Section 8.6(a)] without the prior written consent of the Indemnifying Party (whichother party, which consent maywill not be unreasonably withheld, conditionedwithheld or delayed) and such written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. delayed.

Settlement of Claims. The Indemnified Party mayshall not settleconsent to a settlement of, or compromisethe entry of any Proceeding for which ajudgment arising from, any Third Party Claim Notice has been provided in accordance with [Section 8.6(a)] without the prior written consent of the Indemnifying Party (which consent mayshall not be unreasonably withheld, conditioned or delayed) and such written consent. The Indemnifying Party shall be deemedauthorized to have been given unlessconsent to a settlement of, or the entry of any judgment arising from, any Third Party Claim as to which the Indemnifying Party has objected within fifteen (15) calendar days after a written request for suchassumed the defense in accordance with the terms of [Section 17.02(b)], without the consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claimIndemnified Party, but only to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. extent that:

SettlementIf the Indemnified Party controls the defense of Claims. Theany Third-Party Claim, the Indemnified Party may not settle or compromise any Proceeding for which asuch Third-Party Claim Notice has been provided in accordance with [Section 8.6(a)] without the prior written consent of the Indemnifying Party (which consent may not(not to be unreasonably withheld, conditioned or delayed) and such written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. .

SettlementSettlement. The Indemnifying Party shall not, without the prior written consent of Claims.the Indemnified Party, enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party mayshall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate to the extent such Third Party Claim involves equitable or other non-monetary relief but shall not have the right to settle or compromise any Proceeding for which asuch Third Party Claim Notice has been provided in accordance with [Section 8.6(a)]to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed) and such written consent shall be deemed to have been given unlessParty. Each of the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent byand the Indemnified Party. The amount paidParty shall not make any admission of liability in the settlement or resolutionrespect of any such claim to the Third Party claimant shall not be determinativeClaim without the prior written consent of the existence of or amount of Damages relating to such matter thatother Party, and the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable. shall use reasonable efforts to mitigate Liabilities arising from such Third Party Claim.