Compromise, Adjustment or Settlement Clause Samples
The "Compromise, Adjustment or Settlement" clause defines the procedures and authority for resolving disputes, claims, or controversies that may arise under a contract. Typically, this clause outlines how parties may negotiate, adjust, or settle disagreements without resorting to litigation, often requiring mutual consent or specifying who has the authority to approve settlements. Its core practical function is to provide a structured mechanism for resolving issues efficiently and amicably, thereby minimizing the costs, delays, and uncertainties associated with formal legal proceedings.
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Compromise, Adjustment or Settlement. (A) To the extent not inconsistent with the EPC Contract, the Administrative Agent (in consultation with the Independent Engineer) shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance or any proceeding with respect to any Condemnation of the Property of the Borrower in excess of $5,000,000. The Borrower shall, within 30 days after the request therefore, reimburse the Administrative Agent for all reasonable out-of-pocket expenses (including reasonable attorneys’ and experts’ fees) incurred by the Administrative Agent in connection with such participation.
(B) Unless the Administrative Agent notifies the Borrower of its intention not to participate in any compromise, adjustment or settlement in accordance with clause (A) above, the Borrower shall not make any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance or any proceeding with respect to any Condemnation of the Property of the Borrower in excess of $5,000,000 without the approval of the Administrative Agent (which shall not be unreasonably withheld or delayed). The Borrower shall diligently pursue all claims and rights to compensation against all relevant insurers and/or Government Authorities, as applicable, in respect of any Event of Loss.
Compromise, Adjustment or Settlement. The Administrative Agent shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance or any proceeding with respect to any Event of Taking of Property of the Borrower or otherwise in excess of $2,000,000 and the Borrower shall within five Business Days after the Administrative Agent’s request reimburse the Administrative Agent for all reasonable out-of-pocket expenses (including reasonable attorneys’ and experts’ fees) incurred by the Administrative Agent in connection with such participation. The Borrower shall not make any compromise, adjustment or settlement in connection with any such claim without (i) the approval of the Administrative Agent (A) in the case of amounts in excess of $1,000,000 or (B) upon and during the continuance of an Event of Default and (ii) the approval of the Majority Lenders, in the case of amounts in excess of $2,500,000.
Compromise, Adjustment or Settlement. The Administrative Agent shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance or any proceeding with respect to any condemnation (including a Condemnation) or other taking of Property of the Borrower in excess of $1,000,000. The Borrower shall, within five Business Days after request therefor, reimburse the Administrative Agent for all reasonable out-of-pocket expenses (including reasonable attorneys' and experts' fees) incurred by the Administrative Agent in connection with such participation. The Borrower shall not make any compromise, adjustment or settlement in connection with any such claim without the approval of the Administrative Agent, which approval shall not unreasonably be withheld, conditioned or delayed. The Borrower shall diligently pursue all claims and rights to compensation against all relevant insurers and/or Government Authorities, as applicable, in respect of any Event of Loss.
Compromise, Adjustment or Settlement. The Mortgagee shall, subject to the rights of the lessor under the Lease, be entitled at its option to participate in any compromise, adjustment or settlement in connection with any claims for loss, damage or destruction under any policy or policies of insurance, in excess of $_________, and the Mortgagor shall within five Business Days after request therefor reimburse the Mortgagee for all out-of-pocket expenses (including reasonable attorneys' fees and disbursements) incurred by the Mortgagee in connection with such participation. The Mortgagor shall not make any compromise, adjustment or settlement in connection with any such claim without the approval of the Mortgagee.
Compromise, Adjustment or Settlement. The Administrative Agent shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any claims for loss, damage or destruction under any policy or policies of insurance, in excess of $2,000,000, and if the Administrative Agent so shall elect to participate in such compromise, adjustment or settlement, the Parent Guarantor shall, and shall cause each of its Included Subsidiaries to, within five Business Days after request therefor reimburse the Administrative Agent for all out-of-pocket expenses (including reasonable attorneys' fees and disbursements) incurred by the Administrative Agent in connection with such participation. Neither the Parent Guarantor nor any of its Included Subsidiaries shall make any compromise, adjustment or settlement in connection with any such claim, in respect of which the Administrative Agent elected to participate, without the approval of the Administrative Agent, which will not be unreasonably withheld, delayed or conditioned.
Compromise, Adjustment or Settlement. The Administrative Agent (acting at the direction of the Majority Lenders) shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance (other than third-party liability insurance policies) or any proceeding with respect to any Event of Taking of Property of the Borrower or otherwise in excess of $2,000,000 and the Borrower shall within five (5) Business Days after the Administrative Agent’s request reimburse the Administrative Agent for all out-of-pocket expenses (including reasonable attorneys’ and experts’ fees) incurred by the Administrative Agent in connection with such participation. The Borrower shall not make any compromise, adjustment or settlement in connection with any such claim without the approval of the Administrative Agent (in the case of amounts in excess of $2,000,000) or the Majority Lenders (in the case of amounts in excess of $5,000,000), which such approval shall not be unreasonably withheld or delayed.
Compromise, Adjustment or Settlement. After the Obligors have discharged all of their obligations under the First Lien Loan Documents in full, the Paying Agent shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any claims for loss, damage or destruction under any policy or policies of insurance, in excess of $2,000,000, and if the Paying Agent so shall elect to participate in such compromise, adjustment or settlement, the Parent Guarantor shall, and shall cause each of its Included Subsidiaries to, within five Business Days after request therefor reimburse the Paying Agent for all out-of-pocket expenses (including reasonable attorneys' fees and disbursements) incurred by the Paying Agent in connection with such participation. Neither the Parent Guarantor nor any of its Included Subsidiaries shall make any compromise, adjustment or settlement in connection with any such claim, in respect of which the Paying Agent elected to participate, without the approval of the Paying Agent, which will not be unreasonably withheld, delayed or conditioned.
Compromise, Adjustment or Settlement. The Administrative Agent shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance or otherwise in excess of $5,000,000 and either the Borrower or the Project Company shall within five (5) Business Days after request therefor reimburse the Administrative Agent for all reasonable out-of-pocket expenses (including reasonable attorneys' and experts' fees) incurred by the Administrative Agent in connection with such participation. Neither Obligor shall make any compromise, adjustment or settlement in connection with any such claim with a value in excess of $5,000,000 without the approval of the Required Lenders.
Compromise, Adjustment or Settlement. The Company shall not make any compromise, adjustment or settlement in connection with any such claim in excess of $1,500,000 individually or in the aggregate in any fiscal year, without the approval of the Required Purchasers.