Common use of Compromise and Settlement Clause in Contracts

Compromise and Settlement. The indemnifying Party shall consult with the indemnified Party prior to undertaking any compromise or settlement of any Claim, and the indemnified Party, will have the right, at its sole option and discretion, by written notice to the indemnifying Party, to refuse any such compromise or settlement that (in the indemnified Party’s reasonable opinion) might prejudice the rights of the indemnified Party, and, to take over the defense, compromise or settlement of such Claim; provided, however, upon receipt of such written notice of refusal from the indemnified Party, the indemnifying Party will be deemed automatically released from any further obligation to indemnify, defend or hold the indemnified Party harmless from or against any Loss arising from such Claim (but such release will not affect the Parties rights or obligations arising under any other Claim).