Common use of Settlement or Compromise Clause in Contracts

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. (a) If the Indemnified Person is controlling the defense of any Third Party Claim, the Indemnified Person shall obtain the prior written Consent of the Indemnifying Person (such Consent not to be unreasonably withheld, conditioned, or delayed) before entering into any settlement or compromise of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Person will have the right to settle or compromise any such Third Party Claim without such Consent; provided that in such event the Indemnified Person shall waive any right to indemnification with respect to such Third Party Claim unless such Consent is unreasonably withheld, conditioned, or delayed. (b) If the Indemnifying Person is controlling the defense of such Third Party Claim, the Indemnifying Person shall obtain the prior written Consent of the Indemnified Person before entering into any settlement or compromise of such Third Party Claim unless (i) such settlement or compromise involves only payment of money damages, (ii) all such money damages will be the responsibility of, and paid in full by, the Indemnifying Person, (iii) such settlement or compromise does not impose an injunction or other equitable relief on, and contains no admission of wrongdoing by, the Indemnified Person, and (iv) such settlement or compromise includes a complete and unconditional release of the Indemnified Person. (c) Any settlement or compromise made or caused to be made by the indemnified Party Indemnified Person or the indemnifying PartyIndemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to Third Party Claim in accordance with this Section 6.5 9.7 shall also be binding upon the indemnifying Party Indemnifying Person or the indemnified PartyIndemnified Person, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 Third Party Claim shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claimThird Party Claim, or otherwise acknowledge or admit the validity of such claim or any Liability liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an orderOrder, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement agreed in writing that such indemnifying Party is solely obligated to satisfy and discharge the claimsuch Third Party Claim, (iii) would result in Liabilities liabilities which, taken together with other existing claims under this Article VIIVI, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability liability of the indemnified Party for Taxes after the Closing Date, (v) does not expressly and unconditionally release the indemnified Party from all liabilities with respect to such Third Party Claim or (vi) includes any statement or an admission of fact as to the culpability or failure to act by or on behalf of the indemnified Party; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding Third Party Claim and if it does so the proposed settlement or compromise may not be made. In the event that Cannabist, on behalf of the Members as the indemnifying Party, has affirmatively consented in writing to the settlement of a Third Party Claim, the Members shall have no power or authority to object to the recovery by the Buyer Indemnified Parties of the amount of such settlement pursuant to this Article VI.

Settlement or Compromise. (a) If the Indemnified Person is controlling the defense of any Third Party Claim, the Indemnified Person shall obtain the prior written Consent of the Indemnifying Person (such Consent not to be unreasonably withheld, conditioned, or delayed) before entering into any settlement or compromise of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Person will have the right to settle or compromise any such Third Party Claim without such Consent, provided that in such event the Indemnified Person shall waive any right to indemnification with respect to such Third Party Claim unless such Consent is unreasonably withheld, conditioned, or delayed. (b) If the Indemnifying Person is controlling the defense of such Third Party Claim, the Indemnifying Person shall obtain the prior written Consent of the Indemnified Person before entering into any settlement or compromise of such Third Party Claim unless (i) such settlement or compromise involves only payment of money damages, (ii) all such money damages will be the responsibility of, and paid in full by, the Indemnifying Person, (iii) such settlement or compromise does not impose an injunction or other equitable relief on, and contains no admission of wrongdoing by, the Indemnified Person, and (iv) such settlement or compromise includes a complete and unconditional release of the Indemnified Person. (c) Any settlement or compromise made or caused to be made by the indemnified Party Indemnified Person or the indemnifying PartyIndemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to Third Party Claim in accordance with this Section 6.5 9.7 shall also be binding upon the indemnifying Party Indemnifying Person or the indemnified PartyIndemnified Person, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 6.4 shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made in accordance with the provisions of this Section 7.4 by the indemnified Indemnified Party or the indemnifying Indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 third-party claim shall also be binding upon the indemnifying Indemnifying Party or the indemnified Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would no obligation, restriction or Damages that will not be paid in full by the Indemnifying Party shall be imposed on the Indemnified Party as a result in an orderof any such settlement or compromise without its prior written consent, injunction which shall not be unreasonably withheld or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operationsdelayed, and (ii) would give rise to any Liability on the part no statement or admission of the indemnified Party for which the indemnifying Party shall have not agreement in writing liability that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would could reasonably be expected to increase be detrimental to Buyer, the Liability Acquired Assets or the Business may be made as part of the indemnified Party for Taxes after the Closing Date; in each case, any such settlement or compromise without the prior written consent of the indemnified PartyBuyer, which consent will shall not be unreasonably withheld or delayed. The indemnified Indemnifying Party will give the indemnifying Indemnified Party at least 30 days’ ' prior written notice of any proposed settlement or compromise of any claim, suit, action or proceeding third-party claim it is defending, during which time the indemnifying Indemnified Party may reject such proposed settlement or compromise; provided, however, from and after such rejection, the Indemnified Party shall be obligated to assume the defense of, of and full and complete liability and responsibility for, for such claim, suit, action or proceeding claim and if it does so any and all Damages in connection therewith in excess of the amount of Damages which the Indemnifying Party would have been obligated to pay under the proposed settlement or compromise may not be madeupon payment to the Indemnified Party of the amount of the proposed settlement.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 Third Party Claim shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claimThird Party Claim, or otherwise acknowledge or admit the validity of such claim or any Liability liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an orderOrder, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement agreed in writing that such indemnifying Party is solely obligated to satisfy and discharge the claimsuch Third Party Claim, (iii) would result in Liabilities liabilities which, taken together with other existing claims under this Article VIIVI, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability liability of the indemnified Party for Taxes after the Closing Date, (v) does not expressly and unconditionally release the indemnified Party from all liabilities with respect to such Third Party Claim or (vi) includes any statement or an admission of fact as to the culpability or failure to act by or on behalf of the indemnified Party; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding Third Party Claim and if it does so the proposed settlement or compromise may not be made. In the event that ▇▇▇▇▇▇▇▇▇, on behalf of the Member as the indemnifying Party, has affirmatively consented in writing to the settlement of a Third Party Claim, the Member shall have no power or authority to object to the recovery by the Buyer Indemnified Parties of the amount of such settlement pursuant to this Article VI.

Settlement or Compromise. (a) If the Indemnified Person is controlling the defense of any Third Party Claim, the Indemnified Person shall obtain the prior written Consent of the Indemnifying Person (such Consent not to be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Person will have the right to settle or compromise any such Third Party Claim without such Consent, provided that in such event (x) the Indemnified Person shall waive any right to indemnification with respect to such Third Party Claim unless such Consent is unreasonably withheld, conditioned or delayed and (y) there shall be no liability on the part of any Indemnifying Person with respect to such Third Party Claim and no recovery from funds held in the Indemnity Escrow Account with respect to such Third Party Claim; provided, further, that any such settlement or compromise (i) does not impose an injunction or other equitable relief on, and contains no admission of wrongdoing by, the Indemnifying Person, and (ii) includes a complete and unconditional release of the Indemnifying Person. (b) Subject in all respects to the R&W Insurance Policy, if the Indemnifying Person is controlling the defense of such Third Party Claim, the Indemnifying Person shall obtain the prior written Consent of the Indemnified Person before entering into any settlement or compromise of such Third Party Claim unless (i) the Indemnifying Person first enters into an agreement with the Indemnified Person (in form and substance reasonably satisfactory to the Indemnified Person) pursuant to which the Indemnifying Person agrees to be fully responsible for, and to provide full indemnification to the Indemnified Person for, all Losses relating to such Third Party Claim, in each case, solely from the Indemnity Escrow Account and R&W Insurance Policy, as applicable, (ii) such settlement or compromise involves only payment of money damages, (iii) all such money damages will be the responsibility of, and paid in full by, the Indemnifying Person, in each case, solely from the Indemnity Escrow Account and R&W Insurance Policy, as applicable, (iv) such settlement or compromise does not impose an injunction or other equitable relief on, and contains no admission of wrongdoing by, the Indemnified Person, and (v) such settlement or compromise includes a complete and unconditional release of the Indemnified Person. (c) Any settlement or compromise made or caused to be made by the indemnified Party Indemnified Person or the indemnifying PartyIndemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to Third Party Claim in accordance with this Section 6.5 12.7 shall also be binding upon the indemnifying Party Indemnifying Person or the indemnified PartyIndemnified Person, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Indemnified Party or the indemnifying Indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 Third Party Claim shall also be binding upon the indemnifying Indemnifying Party or the indemnified Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Indemnifying Party shall not settle or compromise any such claimThird Party Claim, or otherwise acknowledge or admit the validity of such claim Third Party Claim or any Liability in respect thereof thereof, if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Indemnified Party or would otherwise have a direct adverse effect upon the indemnified Indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Indemnified Party for which the indemnifying Indemnifying Party shall have not agreement agreed in writing that such indemnifying Indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VIIVI, would not be fully indemnified hereunder, hereunder or (iv) would reasonably be expected to increase the Liability of the indemnified Indemnified Party for Taxes after the Closing Date; , in each case, without the prior written consent of the indemnified Indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Indemnified Party will give the indemnifying Indemnifying Party at least 30 thirty (30) days’ notice of any proposed settlement or compromise of any claimorder, suit, action injunction or proceeding it other equitable remedy that the Indemnified Party is defending, during which time the indemnifying Indemnifying Party may may, subject to the terms and conditions of this Section 6.4, assume the defense of, and responsibility for, such claimThird Party Claim and, suit, action or proceeding and if it does so so, the proposed settlement or compromise may not be made.

Settlement or Compromise. (a) If the Indemnified Person is controlling the defense of any Third Party Claim, the Indemnified Person shall obtain the prior written Consent of the Indemnifying Person (such Consent not to be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Person will have the right to settle or compromise any such Third Party Claim without such Consent, provided that in such event the Indemnified Person shall waive any right to indemnification with respect to such Third Party Claim unless such Consent is unreasonably withheld, conditioned or delayed. (b) If the Indemnifying Person is controlling the defense of such Third Party Claim, the Indemnifying Person shall obtain the prior written Consent of the Indemnified Person before entering into any settlement or compromise of such Third Party Claim unless (i) the Indemnifying Person first enters into an agreement with the Indemnified Person (in form and substance reasonably satisfactory to the Indemnified Person) pursuant to which the Indemnifying Person agrees to be fully responsible for, and to provide full indemnification to the Indemnified Person for, all Losses relating to such Third Party Claim, (ii) such settlement or compromise involves only payment of money damages, (iii) all such money damages will be the responsibility of, and paid in full by, the Indemnifying Person, (iv) such settlement or compromise does not impose an injunction or other equitable relief on, and contains no admission of wrongdoing by, the Indemnified Person, and (v) such settlement or compromise includes a complete and unconditional release of the Indemnified Person. (c) Any settlement or compromise made or caused to be made by the indemnified Party Indemnified Person or the indemnifying PartyIndemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to Third Party Claim in accordance with this Section 6.5 11.7 shall also be binding upon the indemnifying Party Indemnifying Person or the indemnified PartyIndemnified Person, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Indemnified Party (unless the Indemnifying Party has the exclusive right to settle or compromise under clause (b) of Section 11.6) or the indemnifying Indemnifying Party, as the case may be, of any such claim, suit, action claim or proceeding Action of the kind referred to in this Section 6.5 11.6 shall also be binding upon the indemnifying Indemnifying Party or the indemnified Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (i) the indemnifying Indemnifying Party shall not, without the prior consent of the Indemnified Party, which consent shall not settle be unreasonably withheld or compromise delayed, consent to the entry of any judgment or enter into any settlement with respect to any Action (other than an Action set forth on Exhibit 7.1(a)(xii)) (A) if such judgment or settlement does not include as an unconditional term thereof the giving by such claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof (B) if such settlement, compromise, acknowledgement judgment or admission (i) settlement would result in an orderthe finding or admission of any violation of applicable Law, injunction or (C) if, as a result of such consent or settlement, injunctive or other equitable remedy in respect of relief would be imposed against the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) such settlement would reasonably be expected to increase have a material adverse effect on the Liability business, assets or results of operations of the indemnified Acquired Companies, taken as a whole, (ii) the Indemnifying Party for Taxes after shall not, without the Closing Date; in each caseprior consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, consent to the entry of any judgment or enter into any settlement with respect to any Action set forth on Exhibit 7.1(a)(xii) if, as a result of such consent or settlement, injunctive or other equitable relief (including a monitor) or other similar obligation would be imposed against the Indemnified Party and (iii) the Indemnified Party will not compromise or settle any claim or Action without the prior written consent of the indemnified Indemnifying Party, which consent will shall not be unreasonably withheld or delayed. The indemnified Party will give For the indemnifying Party avoidance of doubt, the Parties acknowledge and agree that Seller shall act, at least 30 days’ notice Seller’s expense, on behalf of the Acquired Companies and shall have the sole authority, subject to the provisions of this Section 11.7, to enter into discussions, negotiations, settlements, compromises and judgments with any proposed settlement plaintiffs or compromise other Persons with respect to any Retained Action. Upon Seller’s request to Purchaser, Purchaser shall promptly cause an appropriate officer of each relevant Acquired Company to execute any claimdocument, suitagreement or instrument evidencing any settlements, action compromises or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be madejudgments with respect to any Retained Action that have been authorized by Seller in accordance with this Section 11.7.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party party or the indemnifying Partyparty, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 9.4 shall also be binding upon the indemnifying Party party or the indemnified Partyparty, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (iA) would result in an order, injunction or other equitable remedy in respect of the indemnified Party party or would otherwise have a direct adverse effect upon the indemnified Partyparty’s continuing operations, (iiB) would give rise to any Liability on the part of the indemnified Party party for which the indemnifying Party shall have party has not agreement agreed in writing that such indemnifying Party party is solely obligated to satisfy and discharge the claim, (iiiC) would result in Liabilities which, taken together with other existing claims under this Article VII9, would not be fully indemnified hereunder, or (ivD) would reasonably be expected to increase the Liability of the indemnified Party party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Partyparty, which consent will not be unreasonably withheld or delayed. The indemnified Party party will give the indemnifying Party party at least 30 10 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 Third Party Claim shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claimThird Party Claim, or otherwise acknowledge or admit the validity of such claim or any Liability liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an orderOrder, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement agreed in writing that such indemnifying Party is solely obligated to satisfy and discharge the claimsuch Third Party Claim, (iii) would result in Liabilities liabilities which, taken together with other existing claims under this Article VIIVI, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability liability of the indemnified Party for Taxes after the Closing Date, (v) does not expressly and unconditionally release the indemnified Party from all liabilities with respect to such Third Party Claim or (vi) includes any statement or an admission of fact as to the 42 FH12251261.5 culpability or failure to act by or on behalf of the indemnified Party; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding Third Party Claim and if it does so the proposed settlement or compromise may not be made. In the event that ▇▇▇▇▇▇▇▇▇, on behalf of the Member as the indemnifying Party, has affirmatively consented in writing to the settlement of a Third Party Claim, the Member shall have no power or authority to object to the recovery by the Buyer Indemnified Parties of the amount of such settlement pursuant to this Article VI.

Settlement or Compromise. If either the Indemnifying Person or the Indemnified Person proposes to enter into a settlement or compromise of any Claim, such Person shall promptly notify the other Person and such other Person shall have fifteen (15) days from the receipt of such notice within which to either consent or object to said settlement or compromise. A Person failing within such fifteen (15) day period to notify the other in writing of his acceptance of or objection to the settlement or compromise shall be deemed to have consented thereto. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of Claim which has been consented to by both the kind referred to in this Section 6.5 Indemnifying Person and the Indemnified Person shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner on both such Persons (but only inter se) as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party any consent given or deemed to have been given by an Indemnifying Person to a settlement or compromise which an Indemnified Person proposes to enter into shall not be deemed an admission that the Claim was covered by any indemnification obligation under this Article X or otherwise affect the Indemnifying Person's right to assert a defense that the Claim was not subject to any such indemnification obligation. Except as provided herein, in no event shall an Indemnifying Person settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, Claim without the prior written consent of the indemnified PartyIndemnified Person. If the Indemnified Person objects to any settlement or compromise to which the Indemnifying Person has consented, the Indemnified Person shall immediately assume (or continue, as the case may be) and control the entire defense of the Claim and the Indemnifying Person's obligation to indemnify the Indemnified Person shall be limited to the amount that it would have been obligated to pay pursuant to the settlement or compromise to which consent will not be unreasonably withheld or delayedit had consented. The indemnified Party will give If the indemnifying Party at least 30 days’ notice of Indemnifying Person objects to any proposed settlement or compromise of any claimClaim to which the Indemnified Party has consented, suit, action or proceeding it is defending, during which time the indemnifying Party Indemnified Person may assume the defense of, and responsibility for, enter into such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not of the Claim notwithstanding the objection of the Indemnifying Person. In such event, the Indemnifying Person's obligation to indemnify the Indemnified Person for any such Claim shall be madedetermined in the same manner as any other dispute between the parties hereto under this Agreement.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 Third Party Claim shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such claimThird Party Claim, or otherwise acknowledge or admit the validity of such claim or any Liability liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an orderOrder, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement agreed in writing that such indemnifying Party is solely obligated to satisfy and discharge the claimsuch Third Party Claim, (iii) would result in Liabilities liabilities which, taken together with other existing claims under this Article VIIVI, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability liability of the indemnified Party for Taxes after the Closing Date, (v) does not expressly and unconditionally release the indemnified Party from all liabilities with respect to such Third Party Claim or (vi) includes any statement or an admission of fact as to the culpability or failure to act by or on behalf of the indemnified Party; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding Third Party Claim and if it does so the proposed settlement or compromise may not be made. In the event that C▇▇▇▇▇▇▇▇, on behalf of the Member as the indemnifying Party, has affirmatively consented in writing to the settlement of a Third Party Claim, the Member shall have no power or authority to object to the recovery by the Buyer Indemnified Parties of the amount of such settlement pursuant to this Article VI.