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Settlement. 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 to take, or to forbear to take, any action. The Indemnified Party shall 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 such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and 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 mitigate Liabilities arising from such Third Party Claim.

Settlement. The IndemnifyingWith respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and not resulting in the Indemnified Party’s becoming subject to injunctive or other relief, and as to which the indemnifying Party shall not, withouthave acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 11.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss; provided, that it obtains the prior written consent of the Indemnified Party, enter into any compromise or settlement that commitsParty. If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to take,defend or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settleprosecute 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 such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and theno Indemnified Party shall not makeadmit any admission of liability inwith respect ofto, or settle, compromise or dispose of, any Third Party Claim without the prior written consent of the indemnifying Party. The indemnifying Party shall not be liable for any settlement, compromise or other Party, and thedisposition of a Loss by an Indemnified Party shall use reasonable efforts to mitigate Liabilities arising from such Third Party Claim.that is reached without the written consent of the Indemnifying Party.

Settlement. TheIn the event that the Indemnifying Party shall not, withoutassume 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 Indemnified Party, enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified PartyIndemnitee shall have no responsibility for the soledischarge of any settlement amount and exclusive rightimpose 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 settlesuch Third-Party Claim. The Indemnitee shall cooperate with the defense of any Third Party Claim, on such terms and conditions as it deems reasonably appropriate to the extent such Third Third-Party Claim involves equitable or other non-monetary relief butand shall not have the rightprovide such personnel, technical support and access to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each ofinformation as may be reasonably requested by the Indemnifying Party and 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 mitigate Liabilities arising fromconnection with such Third Party Claim.defense.

Settlement. TheSettlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party,not enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall 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 such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnified Party shall not make any admission of liability in respect 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 Party, andobligation on the part of the Indemnified Party shall use reasonable efforts to mitigate Liabilities arisingand 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 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 or delayed).

Settlement.The Indemnified Party shall not agree to any settlement of such Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not,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, enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall 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 butwhich shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and 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 mitigate Liabilities arising from such Third Party Claim.be unreasonably withheld, conditioned or delayed.

Settlement. TheSettlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not,not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, enter into any compromiseexcept 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 settlement that commitsthe creation of a financial or other obligation on the part of the Indemnified Party to take, or to forbear to take, any action. Theand 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 havegive written notice to that effect to the soleIndemnified 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 exclusive rightalso fails to settle any Third assume defense of such Third-Party Claim, on such terms and conditions as it deems reasonably appropriate to the extent such Third Indemnifying Party may settle the Third-Party Claim involves equitable or other non-monetary relief but shall not haveupon the rightterms set forth in such firm offer to settle such Third Third-Party ClaimClaim. If the Indemnified Party has assumed the defense pursuant to the extent such Third Party Claim involves monetary damagesSection 8.03(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnified Party(which consent 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 mitigate Liabilities arising from such Third Party Claim.be unreasonably withheld or delayed).

Settlement. TheIf the Indemnifying Party controls the defense of any Third-Party Claim, the Indemnifying Party shall not, withoutobtain the prior written consent of the Indemnified Party, enterParty (not to be unreasonably withheld, conditioned or delayed) before entering into any compromisesettlement of such Third-Party Claim or ceasing to defend such Third-Party Claim if, pursuant to or as a result of such settlement that commitsor cessation, injunctive or other equitable relief will be imposed against the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the soleif such settlement does not expressly 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 such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party andunconditionally release the Indemnified Party shall not make any admission of liability infrom all Liabilities and other Losses with respect of any Third to such Third-Party ClaimClaim, without the prior written consent of the other Party, and the Indemnified Party shall use reasonable efforts to mitigate Liabilities arising from such Third Party Claim.prejudice;

Settlement. TheIn the event the Indemnifying Party shall not, withoutnotify the prior written consent ofClaiming Party that the Indemnified Party, enter into any compromise or settlement that commitsIndemnifying Party does not wish to defend the IndemnifiedThird Party to take, or to forbear to take, any action. The IndemnifiedClaim, then the Claiming Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate to the extentconduct a defense against such Third Party Claim involves equitable or other non-monetary relief butand shall not have the right to settle and compromise such Third Party Claim or consent to the extententry of any Order with respect to such Third Party Claim involves monetary damages withoutonly with the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnified Party(which consent 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 mitigate Liabilities arising from such Third Party Claim.be unreasonably withheld, conditioned or delayed).

Settlement. TheIn the event the Indemnifying Party shall not, withoutnotify the prior written consentClaiming Party that the Indemnifying Party does not assume the defense of a Third Party Claim, then the Indemnified Party, enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action. The IndemnifiedClaiming Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate to the extentconduct a defense against such Third Party Claim involves equitable or other non-monetary relief butand shall not have the right to settle and compromise such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and 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 mitigate Liabilities arising from such Third Party Claim.

Settlement. 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 to take, or to forbear to take, any action. The Indemnified Party shall havenot consent to a settlement of, or the sole and exclusive right to settleentry of 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 such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnified Party shall not make any admission of liability in respect ofjudgment arising from, any Third Party Claim without the prior written consent of the other Party, and the IndemnifiedIndemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall use reasonable effortsbe authorized to mitigate Liabilitiesconsent to a settlement of, or the entry of any judgment arising from suchfrom, any Third Party Claim.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:

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