Common use of Certain Settlement Provisions Clause in Contracts

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit, claim or proceeding without the Corporation’s prior written consent (which may not be unreasonably withheld). The Corporation shall not settle any action, suit, claim or proceeding in any manner that would impose any fine or other monetary obligation on the Indemnitee that is not fully indemnified by the Corporation or any equitable relief on the Indemnitee or includes, directly or indirectly, an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without the Indemnitee’s prior written consent (which may not be unreasonably withheld). To the extent the Corporation has assumed and controls the defense of any action, suit, claim or proceeding in accordance with this Agreement, the Indemnitee shall permit the Corporation to assume and control the settlement, negotiation or compromise of such action, suit, claim or proceeding, and the Indemnitee shall cooperate with the Corporation as reasonably requested by the Corporation in such settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the Corporation’s prior written consent (which may not be unreasonably withheld).

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit, claim or proceeding without the Corporation’s prior written consent (which may not be unreasonably withheld). The Corporation shall not settle any action, suit, claim or proceeding in any manner that would impose any fine or other monetary obligation on the Indemnitee that is not fully indemnified by the Corporation or any equitable relief on the Indemnitee or includes, directly or indirectly, includes an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without the Indemnitee’s prior written consent (which may not be unreasonably withheld). To the extent the Corporation has assumed and controls the defense of any action, suit, claim or proceeding in accordance with this Agreement, the Indemnitee shall permit the Corporation to assume and control the settlement, negotiation or compromise of such action, suit, claim or proceeding, and the Indemnitee shall cooperate with the Corporation as reasonably requested by the Corporation in such settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the Corporation’s prior written consent (which may not be unreasonably withheld).

Certain Settlement Provisions. The Corporation Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit, claim or proceeding without the CorporationCompany’s prior written consent (which may not be unreasonably withheld). The Corporation Company shall not settle any action, suit, claim or proceeding in any manner that would impose any fine or other monetary obligation on the Indemnitee that is not fully indemnified by the Corporation Company or any equitable relief on the Indemnitee or includes, directly or indirectly, includes an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without the Indemnitee’s prior written consent (which may not be unreasonably withheld). To the extent the Corporation Company has assumed and controls the defense of any action, suit, claim or proceeding in accordance with this Agreement, the Indemnitee shall permit the Corporation Company to assume and control the settlement, negotiation or compromise of such action, suit, claim or proceeding, and the Indemnitee shall cooperate with the Corporation Company as reasonably requested by the Corporation Company in such settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the CorporationCompany’s prior written consent (which may not be unreasonably withheld).

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement by Indemnitee of any action, suit, claim or proceeding Proceeding without the Corporation’s prior written consent (consent, which may shall not be unreasonably withheld). The Except as provided below, the Corporation shall not settle any action, suit, claim or proceeding Proceeding in any manner that would impose any fine or other monetary obligation on the Indemnitee that is not fully indemnified by the Corporation or any equitable relief on the Indemnitee or includes, directly or indirectly, an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without the Indemnitee’s prior written consent (consent, which may be given or withheld in Indemnitee’s sole discretion. Notwithstanding anything to the contrary contained herein, The Corporation shall not be unreasonably withheld). To required to obtain the extent consent of the Indemnitee for the settlement of any Proceeding the Corporation has assumed and controls the defense of any action, suit, claim or proceeding in accordance with this Agreement, the Indemnitee shall permit undertaken to defend if the Corporation to assume and control the settlementassumes responsibility for such settlement (whether using insurance proceeds or otherwise); provided, negotiation or compromise of such actionhowever, suit, claim or proceeding, and the Indemnitee shall cooperate with that the Corporation as reasonably requested by the Corporation in such settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the Corporationbe required to obtain Indemnitee’s prior written consent (approval, which may be granted or withheld in Indemnitee’s sole discretion, before entering into any settlement which (i) does not be unreasonably withheld)grant Indemnitee a complete and unqualified release of liability without any cost or expense to Indemnitee: (ii) would impose any restriction or limitation on Indemnitee or (b) would admit any liability or misconduct by Indemnitee.

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit, claim a Proceeding or proceeding Claim without the Corporation’s prior written consent (which may not be unreasonably withheld)consent. The Corporation shall not not, without the prior written consent of Indemnitee, settle or effect any actionsettlement of any threatened or pending Claim or Proceeding to which Indemnitee is, suitor could have been, claim or proceeding a party (a) in any manner that would impose any fine fine, Expense, limitation or other monetary obligation on the Indemnitee that is not fully indemnified by the Corporation Indemnitee, or any equitable relief on the disparage Indemnitee or includes, directly or indirectly, contain an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without or (b) unless such settlement solely involves the Indemnitee’s prior written consent (which may not be unreasonably withheld)payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Claim or Proceeding. To the extent Neither the Corporation has assumed and controls the defense of any action, suit, claim or proceeding in accordance with this Agreement, the nor Indemnitee shall permit the Corporation unreasonably withhold, condition or delay its consent to assume any proposed settlement; provided that Indemnitee may refuse to consent to a proposed settlement that (i) would in any manner impose any fine, Expense, limitation or other obligation on Indemnitee, or disparage Indemnitee or contain an admission of wrongdoing by Indemnitee, or (ii) does not provide a complete and control the settlement, negotiation or compromise unconditional release of such action, suit, claim or proceeding, and the Indemnitee shall cooperate with the Corporation as reasonably requested by the Corporation in such settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the Corporation’s prior written consent (which may not be unreasonably withheld)Indemnitee.

Certain Settlement Provisions. The Corporation Notwithstanding any other provision herein to the contrary, provided there has been no Change in Control, the Indemnitor shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit, claim suit or proceeding without the CorporationIndemnitor’s prior written consent (which may not be unreasonably withheld)consent. The Corporation Indemnitor shall not settle any action, suit, claim suit or proceeding in any manner that would impose any fine or other monetary obligation on the Indemnitee that is not fully indemnified by the Corporation or any equitable relief on the Indemnitee or includes, directly or indirectly, an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without the Indemnitee’s prior written consent (which may consent. The Indemnitor shall not be unreasonably withheld). To the extent the Corporation has assumed and controls the defense of settle any action, suit, claim suit or proceeding in accordance which Indemnitee is subject to liability with this Agreementthe Indemnitor (or would be if such Indemnitee is joined in such action, suit or proceeding) without Indemnitee’s written consent unless such settlement includes a complete and unconditional release of the Indemnitee shall permit from all liability on any claims that are the Corporation to assume and control the settlement, negotiation or compromise subject matter of such action, suit, claim suit or proceeding; provided, and however, that Indemnitee will not unreasonably withhold his or her consent to any proposed settlement. Neither the Indemnitor nor Indemnitee shall cooperate with the Corporation as reasonably requested by the Corporation in such will unreasonably withhold his, her, its or their consent to any proposed settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the Corporation’s prior written consent (which may not be unreasonably withheld).

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit, claim a Proceeding or proceeding Claim without the Corporation’s 's prior written consent (which may not be unreasonably withheld)consent. The Corporation shall not settle any action, suit, claim Proceeding or proceeding Claim in any manner that would impose any a fine or other monetary obligation on Indemnitee without Indemnitee's prior written consent, unless the Indemnitee that is not fully settlement involves only the payment of money damages indemnified by the Corporation and does not impose an injunction or any other equitable relief on upon the Indemnitee. Neither the Corporation nor Indemnitee shall unreasonably withhold their consent to any proposed settlement. Notwithstanding any other provision herein to the contrary, the Corporation shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for liabilities in excess of the total amount at which settlement reasonably could have been made, or includesfor any Expenses incurred by the Indemnitee following the time such settlement reasonably could have been effected, directly or indirectly, an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without the Indemnitee’s prior written consent (which may not be unreasonably withheld). To the extent the Corporation has assumed and controls the defense of any action, suit, claim or proceeding in accordance with this Agreement, if the Indemnitee shall permit the Corporation have unreasonably delayed, refused or failed to assume and control the settlemententer into a settlement of any Proceeding or Claim (or investigation or appeal thereof) recommended in good faith, negotiation or compromise of such actionin writing, suit, claim or proceeding, and the Indemnitee shall cooperate with the Corporation as reasonably requested by the Corporation in such settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the Corporation’s prior written consent (which may not be unreasonably withheld).

Certain Settlement Provisions. The Corporation Managing Partner shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit, claim or proceeding without the CorporationManaging Partner’s prior written consent (which may not be unreasonably withheld). The Corporation Managing Partner shall not settle any action, suit, claim or proceeding in any manner that would impose any fine or other monetary obligation on the Indemnitee that is not fully indemnified by the Corporation Managing Partner or any equitable relief on the Indemnitee or includes, directly or indirectly, includes an admission of wrongdoing by or acknowledgment of fault or culpability with respect to the Indemnitee, in each case without the Indemnitee’s prior written consent (which may not be unreasonably withheld). To the extent the Corporation Managing Partner has assumed and controls the defense of any action, suit, claim or proceeding in accordance with this Agreement, the Indemnitee shall permit the Corporation Managing Partner to assume and control the settlement, negotiation or compromise of such action, suit, claim or proceeding, and the Indemnitee shall cooperate with the Corporation Managing Partner as reasonably requested by the Corporation Managing Partner in such settlement, negotiation or compromise. The Indemnitee shall not settle, negotiate or compromise any action, suit, claim or proceeding indemnifiable under this Agreement without the CorporationManaging Partner’s prior written consent (which may not be unreasonably withheld).