Common use of Authority to Settle Clause in Contracts

Authority to Settle. Any compromise or settlement of the Indemnifiable Claim shall be subject to the consent of the Indemnitee. If, however, the Indemnitor shall give the Indemnitee notice of the Indemnitor's desire to accept a binding and unconditional offer of settlement (the "Offered Monetary Settlement") which (i) is limited strictly to monetary damages paid in full by the Indemnitor, (ii) which does not include a finding or admission of any violation of Law or any violation of the rights of any Person by the Indemnitee, (iii) does not affect any other claim that may be made against the Indemnitee, other than to provide for the unconditional release thereof, and (iv) which includes, as an unconditional term thereof, the giving by the claimant or plaintiff of a full release of the Indemnitee, in form and substance reasonably satisfactory to the Indemnitee, from all liability in respect of such claim and the Indemnitee does not consent to the same, then, and in each such case, the Indemnitee may continue to pursue compromise or settlement of the Indemnifiable Claim, free of any participation by the Indemnitor, at the sole expense of the Indemnitee.

Appears in 3 contracts

Sources: u.s. Asset Purchase Agreement (National Processing Inc), Stock Purchase Agreement (National Processing Inc), Asset Purchase Agreement (National Processing Inc)