Settlements. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there 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 6(d) hereof, 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 thirty (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 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 an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.

Settlements. Notwithstanding any prov1s10n herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement. The Company shall not settle any action or claim in any manner which would impose any penalty or obligation on the Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of such settlement is to be funded from any corporate insurance policy under which Indemnitee is an insured and for which Indemnitees claims may be covered unless approved by # the written consent of Indemnitee or # a majority of the independent directors of the board; provided, however, that the right to constrain the Company’s use of corporate insurance as described in this section shall terminate at the time the Company concludes (per the terms of this Agreement) that # Indemnitee is not entitled to indemnification pursuant to this agreement, or # such indemnification obligation to Indemnitee has been fully discharged by the Company.

Settlements. Neither Party may settle a claim or action related to a Liability without the consent of the other Party, and such consent shall not be unreasonably withheld, if such settlement would impose any monetary obligation on the other Party or require the other Party to submit to an injunction or otherwise limit the other Party‘s rights under this Agreement. Any payment made by a Party to settle any such claim or action shall be at its own cost and expense.

Section # Settlements.

Used primarily for the allocation of costs incurred for system dispatch, fuel procurement and settlements, plant support, and planning services for those Client Companies that procure such services under this Service Agreement.

In determining the Final Program Payout Percentage, the actual Adjusted EPS and FCF results may be subject to adjustment only for the following categories of adjustments to the extent such adjustments are significant to the payout and are made with the objective of maintaining the same degree of difficulty in meeting the Operating Performance Targets (collectively, the “Acceptable Adjustments”): # acquisitions and divestitures, # restructuring charges, # tax adjustments (tax reform), # goodwill and/or asset impairment, # foreign currency fluctuations (hyperinflation), # debt extinguishments/restructuring, # legal reserves and/or litigation settlements # accounting principle changes, # impact of pension (settlements/curtailment) and/or (10) other significant, non-recurring items.

take any action and require such performance as it deems necessary to be furnished hereunder and to make settlements and compromises with the surety or sureties thereunder, and in connection therewith, to execute instruments of release and satisfaction.

For purposes of the expense component, special consideration may be given at the discretion of the Compensation Committee for items of an unusual and/or non-recurring nature (e.g., lawsuit settlements, excess pension contributions) that are beyond the control of Company management.

Allocation of Recoveries. Except as otherwise expressly provided herein, the costs and expenses of the Party bringing suit under this [Section 8.7] shall be borne by such Party, and any damages, settlements or other monetary awards recovered shall be shared as follows: ​.

Expenses of managing, improving, developing, operating and selling Investments owned, directly or indirectly, by the Company, as well as expenses of other transactions relating to such Investments, including but not limited to prepayments, maturities, workouts and other settlements of Loans and other Investments;