Settlement Limitations Clause Samples

Settlement Limitations. Except with regard to Pre-Closing Period Actions and as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditions or delayed; and (B) the Indemnifying Party shall have the right to enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim.

Settlement Limitations. Notwithstanding anything in this Section 12.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnifiable Claim or permit a default or consent to entry of any judgment unless such settlement or compromise includes an unqualified release from all liability in respect of the claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept or (ii) the aggregate Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such claim.

Settlement Limitations. Except as set forth below or as expressly permitted in this subsection (g), no Third Party Claim may be settled or compromised (i) by the indemnified party without the prior written consent of the indemnifying party or (ii) by the indemnifying party without the prior written consent of the indemnified party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the indemnifying party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the indemnified party if the judgment or settlement (i) involves only the payment of money damages (all of which will be paid in full by the indemnifying party concurrently with the effectiveness thereof) and (ii) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the indemnified party from all liability in respect of such Third Party Claim.

Settlement Limitations. Except as set forth below, no Third Party Claim may be settled or compromised (i) by the indemnified party without the prior written consent of the indemnifying party or (ii) by the indemnifying party without the prior written consent of the indemnified party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the indemnifying party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the indemnified party if the judgment or settlement (i) involves only the payment of money damages (all of which will be paid in full by the indemnifying party concurrently with the effectiveness thereof) and (ii) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the indemnified party from all liability in respect of such Third Party Claim.

Settlement Limitations. 16 1. For Emergency Services and Outpatient Hospital Services - No Contracting ED Hospital 17 shall be reimbursed more than seventy-five (75%) of CalOptima fee-for-service rates or Allowable 18 Costs, less the required co-payments, whichever is less. 19 2. For inpatient Hospital Services – No Contracting ED Hospital shall be paid more than the 20 calculated Final Settlement, or Allowable Costs, less the required co-payments, whichever is less.

Settlement Limitations. Notwithstanding anything in this ----------------------

Settlement Limitations. 18 1. For Emergency Services and Outpatient Hospital Services - No Contracting Hospital shall 21 2. For inpatient Hospital Services – No Contracting Hospital shall be paid more than the

Settlement Limitations. Notwithstanding anything else in this Note, this Note evidences an unsecured, nonconvertible debt solely of Borrower and is subject to the Settlement Agreement, including its complete discharge and non-revival provisions. No other person guarantees or owes that debt, and no lien or equity right is granted or retained. A payment failure or other breach of this Note is a default only if it remains uncured for ten (10) days after B▇▇▇▇▇▇▇ receives written notice specifying the breach. The ten (10)-day cure period shall apply only to the first occurrence of the applicable breach, and any subsequent occurrence of the same or substantially similar breach shall constitute a default without any further notice or additional cure period. One notice may demand cure and state that the unpaid balance will become immediately due if the breach is not cured within that period; timely cure prevents acceleration. No second notice is required. Any other default requires ten (10) days’ written notice before acceleration. All remedies remain subject to applicable law. Recovery is limited to unpaid principal, accrued simple interest at 7%, the stated late charges and reasonable, documented collection costs, including reasonable attorneys’ fees, actually incurred, without duplicate recovery or revival of the terminated transaction. No change to this Note binds either Party without its written consent. This paragraph controls every conflicting term.

Settlement Limitations. Except as set forth below, neither Party shall settle or compromise, or permit any default or consent to entry of any judgment in respect of, any Third Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (i) BBSI shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event BBSI shall waive all rights against Client to indemnification under this Section 10 with respect to such Third Party Claim unless BBSI shall have sought the consent of Client to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditioned or delayed; and (ii) Client shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of BBSI if the judgment or settlement (A) involves only the payment of money damages (all of which will be paid in full by Client concurrently with the effectiveness thereof), (B) does not encumber any of the assets of BBSI and does not contain any restriction or condition that would reasonably be expected to have a future adverse effect on BBSI or the conduct of its business, (C) does not include an admission of wrongdoing and