Delta Airlines 2010 Annual Report Download - page 213

Indemnifying Party), provided that, the Indemnified Party shall have the right to compromise and settle the Third Party Claim only with the prior written
consent of the Indemnifying Party.
(d) The foregoing notwithstanding, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the prior
written consent of the Indemnified Party (i) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or
plaintiff to each Indemnified Party which is subject to the applicable claim, or a party to the applicable action or proceeding, of a release from all liability
in respect to such claim; (ii) if such judgment or settlement would result in the finding or admission of any violation of law against an Indemnified Party;
or (iii) if as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or
settlement would materially interfere with or adversely affect the business, operations or assets of the Indemnified Party.
(e) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be
entitled to have sole control over, the defense or settlement of any Third Party Claim (and the cost of such defense and any Damages with respect to such
Third Party Claim shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder) if (i) the Third Party Claim is with
respect to a criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnifying Party has failed or is failing to vigorously prosecute
or defend such Third Party Claim; or (ii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party.
(f) Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively
be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder.
Section 24.04. Procedures for Direct Claims. In the event any Indemnified Party should have a claim for indemnification against any Indemnifying
Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to
such Indemnified Party with respect to any claim made pursuant to this Section 24.04. The Indemnifying Party shall pay the undisputed amount of such claim
(or undisputed portion thereof) and, upon final determination that such Indemnifying Party is liable for the disputed amount, shall promptly reimburse the
Indemnified Party for such amount.
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