If the Indemnified Party controls the defense of any Third-Party Claim, the Indemnified Party may settle such Third-Party Claim with the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

If the IndemnifiedIndemnifying Party controls the defense of any Third-Party Claim, the IndemnifiedIndemnifying Party may settle such Third-Party Claim withshall obtain the prior written consent of the IndemnifyingIndemnified Party (not to be unreasonably withheld, conditioned or delayed). before entering into any settlement of such Third-Party Claim or ceasing to defend such Third-Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all Liabilities and other Losses with respect to such Third-Party Claim, without prejudice;

IfIn the Indemnifiedevent the Indemnifying Party controlsshall notify the Claiming Party that the Indemnifying Party does not wish to defend the Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim or consent to the entry of any Third-Party Claim, the Indemnified Party may settleOrder with respect to such Third-Third Party Claim only with the prior written consent of the Indemnifying Party (not to(which consent shall not be unreasonably withheld, conditioned or delayed).

IfIn the Indemnifiedevent that the Indemnifying Party controlsshall assume the defense of the Third-Party Claim, it shall not settle or compromise such Third-Party Claim unless either # the Indemnitee gives its prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed, or # the terms of settlement or compromise of such Third-Party Claim provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Indemnitee (including any admission of culpability), and the settlement or compromise discharges all claims against the Indemnitee with respect to such Third-Party Claim. The Indemnitee shall cooperate with the defense of any Third-Party Claim, the Indemnified Party may settle such Third-Party Claim with the prior written consent ofand shall provide such personnel, technical support and access to information as may be reasonably requested by the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). in connection with such defense.

If theThe Indemnified Party controlsshall not consent to a settlement of, or the defenseentry of any Third-Party Claim, the Indemnified Party may settle such Third-judgment arising from, any Third Party Claim withwithout the prior written consent of the Indemnifying Party (not to(which shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim as to which the Indemnifying Party has assumed the defense in accordance with the terms of [Section 17.02(b)], without the consent of any Indemnified Party, but only to the extent that:

If theThe Indemnified Party controls the defenseshall not agree to any settlement of any Third-Party Claim, the Indemnified Party may settle such Third-Party Claim withwithout the prior written consent of the Indemnifying Party (not toParty, 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 unconditional 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 of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

IfExcept in circumstances described in Section 8.4(c), neither the Indemnified Party controlsnor the defenseIndemnifying Party will consent to the entry of any Third-Party Claim,judgment or enter into any settlement with respect to the Indemnified Party may settle such Third-Party Claim withwithout the prior written consent of the Indemnifying Party (not toother party, which consent will not be unreasonably withheld, conditionedwithheld or delayed). delayed.

IfSettlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the IndemnifiedIndemnifying Party controls the defenseshall not enter into settlement of any Third-Party Claim, the Indemnified Party may settle such Third-Third Party Claim withwithout 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 (notdesires 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 the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditionedwithheld or delayed).

` # If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, to the extent that it involves any agreement, performance or observance by the Indemnified Party, the Indemnifying Party shall not agree to such agreement, performance of observance without the Indemnified Party's prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Further, with respect to all Losses in connection with Third Party Claims where the Indemnifying Party has assumed the defense or prosecution of the Third Party Claim in accordance with Paragraph above, the Indemnifying Party shall not be liable for any settlement of other disposition of such Losses by an Indemnified Party controlsthat is reached without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Whether or not the Indemnifying Party will have assumed the defense of any Third-a Third Party Claim, the Indemnified Party may settleshall not admit any liability with respect to, or settle, compromise or discharge, such Third-Third Party Claim without the Indemnifying Party's prior written consent (which shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party chooses not to defend or prosecute any Third Party Claim, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Indemnifying Party (not to(which consent shall not be unreasonably withheld, conditioned or delayed).

IfSettlement. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement that commits the Indemnified Party controlsto take, or to forbear to take, any action. The Indemnified Party shall have the defense ofsole and exclusive right to settle any Third-Third Party Claim, on such terms and conditions as it deems reasonably appropriate to the Indemnifiedextent such Third Party mayClaim involves equitable or other non-monetary relief but shall not have the right to settle such Third-Third Party Claim withto the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party (notand the Indemnified Party shall not make any admission of liability in respect of any Third Party Claim without the prior written consent of the other Party, and the Indemnified Party shall use reasonable efforts to be unreasonably withheld, conditioned or delayed). mitigate Liabilities arising from such Third Party Claim.