it the Indemnifying Party to control the defense and settlement of the claim, provided that the Indemnifying Party may not settle the claim without the Indemnified Party's prior written consent (which will not be unreasonably withheld) unless the claim involves only the payment of money damages, and (iv) the Indemnif

ty shall be entitled to indemnification under this Section 5.4 to the extent it is finally determined by a court of competent jurisdiction that (i) the Indemnified Party's acts or omissions were not in good faith or involved intentional misconduct or a knowing violation of law or (ii) the Indemnified Party derived an