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 11.3 to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any third party Action or permit a default or consent to entry of any judgment unless the claimant and the Indemnifying Party provide to the Indemnified Party a 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 (to the extent not used to offset Losses incurred by the 48 Indemnified Party in respect of which the Indemnified Party has not received indemnity payments from the Indemnifying Party).
Settlement Limitations. If the indemnifying party settles a Claim, the indemnifying party shall not settle in a way that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld.
Settlement Limitations. Except as set forth below, no Third Party Claim may be settled or compromised (i) by the party seeking indemnification without the prior written consent of the indemnifying party or (ii) by the indemnifying party without the prior written consent of the party seeking indemnification, 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 party seeking indemnification if the judgment or settlement (i) involves only the payment of money damages (which will be paid in full by the indemnifying party concurrently with the effectiveness thereof) and (ii) includes, as a condition thereof, 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.
Settlement Limitations. Notwithstanding anything to the contrary contained herein (other than the second proviso of Section 9.3(a)), in no event shall (i) the Indemnified Party consent to the entry of judgment or enter into any settlement with respect to a Third Party Claim for which it is seeking indemnification without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed or (ii) the Indemnifying Party consent to the entry of judgment or enter into any settlement with respect to a Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such judgment or settlement and such judgment or settlement includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party.
Settlement Limitations. Notwithstanding anything in this ---------------------- Section 10.3 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 (i) such settlement or compromise includes a complete release of the Indemnified Party with respect to liability related to such Indemnifiable Claim and
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
Settlement Limitations. Notwithstanding anything in this Section 6.5 to the contrary, neither the Indemnitor nor the Indemnitee shall, without the written consent of the other party, settle or compromise any Claim for which indemnification is sought or permit a default judgment or consent to entry of any judgment. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnitor notifies the Indemnitee in writing of the Indemnitor's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may decline to accept the settlement offer and may continue to contest such claim, free of any participation by the Indemnitor, and the amount of any ultimate liability with respect to such Claim that the Indemnitor has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such Claim through the date of its rejection of the settlement offer or (ii) the aggregate Losses of the Indemnitee with respect to such Claim.
Settlement Limitations
