Consent to Settlements Clause Samples

Consent to Settlements. 13 6.04 Information.............................................................................14 6.05 Expenses................................................................................14 6.06 Adverse Effect Issues...................................................................14

Consent to Settlements. (a) Subject to Sections 6.03(b) and (c), neither Party shall agree to any Tax liability or compromise any Tax claim in a Joint Contest for the account of any member of the other Group without the consent of such other Party, which consent shall not be withheld unreasonably. Decisions regarding settlement of a Joint Contest shall be made jointly by the Parties and their respective representatives. (b) If GenCorp refuses to accept a settlement proposal in a Joint Contest that OMNOVA wishes to accept, then the contest shall continue, and (i) OMNOVA's liability to GenCorp with respect to such adjustment shall be determined as if the settlement proposal had been accepted; (ii) GenCorp shall indemnify OMNOVA from and against any Taxes resulting from an outcome of the contest less favorable than the settlement and any other costs resulting from the continuation of the contest, and (iii) GenCorp shall be entitled to all benefits resulting from any outcome of the contest that is more favorable than the settlement (less any costs to OMNOVA, against which GenCorp shall indemnify OMNOVA). (c) If OMNOVA refuses to accept a settlement proposal in a Joint Contest that GenCorp wishes to accept, then the contest shall continue and (i) GenCorp's liability to OMNOVA with respect to such adjustment shall be determined as if the settlement proposal had been accepted, (ii) OMNOVA shall indemnify GenCorp from and against any Taxes resulting from an outcome of the contest less favorable than the settlement and any other costs resulting from the continuation of the contest, and (iii) OMNOVA shall be entitled to all benefits resulting from any outcome of the contest that is more favorable than the settlement (less any costs to GenCorp, against which OMNOVA shall indemnify GenCorp).

Consent to Settlements. Nationwide Provident shall inform each Subsidiary of any audits, administrative or judicial proceedings that may affect the tax liability of the Subsidiaries. Nationwide Provident shall not settle any such issues without the Subsidiaries’ consent which consent may not be unreasonably withheld.

Consent to Settlements. Notwithstanding any other provision of this Agreement, the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, or for any judicial or other award, if the Company was not given an opportunity, in accordance with this Section 5, to participate in the defense of such Proceeding. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to the Indemnitee, or that would directly or indirectly constitute or impose any admission or acknowledgement of fault or culpability with respect to the Indemnitee, without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its consent to any proposed settlement.

Consent to Settlements. Nationwide Life of America shall inform each Subsidiary of any audits, administrative or judicial proceedings that may affect the tax liability of the Subsidiaries. Nationwide Life of America shall not settle any such issues without the Subsidiaries’ consent which consent may not be unreasonably withheld.

Consent to Settlements. If an insured admits liability or compromises or settles any claim or insured event without the insurer's prior written consent, this policy will not provide cover to that insured in connection with that admission, claim or insured event. The insured will not be required to receive the insurer's consent prior to making any self report or formal written representation to a regulatory authority, provided that, as soon as legally permitted, the insured will seek the consent of the insurer in accordance with this clause. The insurer will not consider such self report or formal written representation as an admission of liability for the purposes of this clause.

Consent to Settlements. The Company shall not be liable pursuant to this Agreement for Expenses incurred in connection with or as a result of the settlement of an Action which is effected without its written consent.

Consent to Settlements. The insured shall not admit liability, make any payment, assume any obligations, incur any expense, enter into any settlement, stipulate to any judgment or award or dispose of any claim without the written consent of the insurer. If the insured refuses to consent to any settlement or compromise recommended by the insurer and acceptable to the claimant and elects to contest the claim, the insurer’s liability for any damages and claims expenses shall not exceed the amount for which the claim could have been settled, less the remaining Deductible, plus the claims expenses incurred up to the time of such refusal or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the further defense thereof by tendering control of said defense to the insured.