Settlement and Compromise. Seller shall not settle or compromise any demands, claims, actions, suits or proceedings for which Buyer has sought indemnification from Seller unless it shall have given Buyer not less than 15 days prior written notice of the proposed settlement or compromise and afforded Buyer an opportunity to consult with Seller regarding the proposed settlement or compromise.
Settlement and Compromise. Purchaser shall not settle or compromise any demands, claims, actions, suits or proceedings for which the Shareholder Indemnified Parties have sought indemnification from Purchaser unless it shall have given the Shareholder Indemnified Parties not less than fifteen (15) days prior written notice of the proposed settlement or compromise and afforded the Shareholder Indemnified Parties an opportunity to consult with Purchaser regarding the proposed settlement or compromise.
Settlement and Compromise. As is more specifically described in the recitals to the Settlement Agreements, the Debtors have asserted claims against the Yieldcos, the Yieldcos have asserted claims against the Debtors, and each has asserted defenses to the rights and claims of the other (collectively, the “Claims and Defenses”). The Claims and Defenses include allegations by the Debtors that certain transfers to or for the benefit of the Yieldcos or the value thereof are avoidable by or payable to the Debtors (the “Potential Avoidance Claims”).4 The Motion describes, and each Settlement Agreement contemplates, a comprehensive release and settlement of certain Claims and Defenses (the “Yieldco Compromises and Settlements”), which are supported by valuable consideration. Specifically, (i) the TERP Settlement Agreement provides that, subject to its terms and conditions, (A) solely in accordance with Section 2(a) thereof, upon the closing of a Jointly Supported Transaction for TERP, the Debtors shall receive 36.9% of the total consideration paid to or value received in respect of all TERP Inc equity securities (including, for the avoidance of doubt, all shares of common stock, options, restricted stock awards and restricted stock units issued and outstanding immediately prior to the consummation of such Jointly Supported Transaction) (the “M&A Conversion”) and (B) solely in accordance with Sections 2(a) and Section 2(h) thereof, if the Jointly Supported Transaction Agreement is terminated under certain circumstances, SunEdison shall have the right to elect to receive newly-issued Class A Common Stock of TERP Inc constituting 36.9% of the aggregate issued and outstanding Class A Common Stock of TERP Inc on a fully-diluted, as converted basis (including options, restricted stock awards and restricted stock units) as of the issuance of such Class A Common Stock (the “Stand-Alone Conversion,” and together with the M&A Conversion, the “TERP Settlement Value”), and (ii) the GLBL Settlement Agreement provides that, subject to its terms and conditions and solely in accordance with Section 2(a) thereof, upon the closing of a Jointly Supported Transaction for GLBL, the Debtors shall receive 25.0% of the total consideration paid to or value received in respect of all GLBL Inc equity securities (including shares of common stock, options, restricted stock awards and restricted stock units) (the “GLBL Settlement Value” and, together with TERP Settlement Value, the “Aggregate Settlement Value”), in each...
Settlement and Compromise. The Selling Parties shall not settle or compromise any demands, claims, actions, suits or proceedings for which a Buyer Indemnified Party has sought indemnification from the Selling Parties unless they shall have given the Buyer Indemnified Party not less than 15 days prior written notice of the proposed settlement or compromise and afforded the Buyer Indemnified Party an opportunity to consult with the Selling Parties regarding the proposed settlement or compromise. Such notice shall contain a copy of all documents related to the proposed settlement or compromise.
Settlement and Compromise. Buyer shall not settle or compromise any demands, claims, actions, suits or proceedings for which the SP Indemnified Parties have sought indemnification from Buyer unless it shall have given the SP Indemnified Parties not less than 15 days prior written notice of the proposed settlement or compromise and afforded the SP Indemnified Parties an opportunity to consult with Buyer regarding the proposed settlement or compromise. Such notice shall contain a copy of all documents related to the proposed settlement or compromise.
Settlement and Compromise. Indemnifying Party shall not settle or compromise any demands, claims, Actions or Proceedings for which Indemnified Party has sought indemnification from Indemnifying Party unless it shall have given Indemnified Party not less than 15 Business Days prior written notice of the proposed settlement or compromise and afforded Indemnified Party an opportunity to consult with Indemnifying Party regarding the proposed settlement or compromise.
Settlement and Compromise. Notwithstanding anything to the contrary in this Section, neither party shall: (1) settle or compromise any action or consent to the entering of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to such other party of a duly executed written release of such party from all liability in respect of such party; or (2) settle or compromise any action without the consent of the other party, which consent shall not be unreasonably withheld. Failure to comply with the provisions of this Section 13.4(c) shall be construed as a waiver of any right of indemnification related to the claim.
Settlement and Compromise. (a) In the event of any Third Party IP Claim as to which Licensor owes a duty of indemnification under Article 2.0 of this Schedule, Licensor shall have the right (but not the obligation), at its sole expense, to either (1) provide changes in designs, specifications and/or operating conditions, or modify any Nano Reactor Unit or any component or part thereof, that would avoid such infringement and/or misappropriation without degrading the economics or performance of the Unit or the Licensed Technology, or (2) acquire the right to continue using the designs, specifications and/or operating conditions that are the subject of such infringement and/or misappropriation.
Settlement and Compromise. No Indemnified Party may settle or compromise any demands, claims, actions, suits or proceedings for which the Indemnified Parties have sought indemnification from the Indemnifying Parties without the prior written consent of a majority of the Shareholder Representatives, which consent shall not be unreasonably withheld or delayed.
Settlement and Compromise a. The Parties acknowledge and agree that, effective as of the closing date of the Qualifying IPO, the terms of this Agreement shall serve as a full and complete settlement and compromise of any and all claims, demands, liens, lawsuits, actions, causes of action, debts, costs, rights, liabilities, damages, costs and expenses arising out of, related to, or in any way connected with the Shareholders' ownership of the Shares and the Parties' relationship under the Shareholders' Agreement, provided that nothing in this Agreement shall release any party of their obligations set forth in this Agreement.
