Common use of Settlement Limitations Clause in Contracts

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. Notwithstanding anything in this Section 12.3 9.3 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 judgment or consent to entry of any judgment unless such settlement or compromise includes an unqualified release from all liability in respect of the claimjudgment. Notwithstanding the foregoing, if 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 's willingness to accept the settlement offer and pay the amount called for by such offer, and offer without reservation of any rights or defenses against the Indemnified Party declines to accept such offerParty, the Indemnified Party may decline to accept the settlement offer and 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) 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. Notwithstanding anything in this Section 12.3 10.3 to the contrary, except as set forth in Section 10.3(b), neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, not to be unreasonably withheld, settle or compromise any an 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 claimClaim. Notwithstanding the foregoingpreceding sentence, 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 's willingness to accept the settlement offer and pay the amount called for by such offer, and offer without reservation of any rights or defenses against the Indemnified Party declines to accept such offerParty, 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Indemnifiable 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 paymentpayment and at no risk or liability to the Indemnified Party, 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. Notwithstanding anything in this Section 12.3 11.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other partyParty, settle or compromise any Indemnifiable Claim or permit a default or consent to entry of any judgment unless the claimant and such settlement or compromise includes party provide to such other Party an unqualified release from all liability in respect of the claimIndemnifiable 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 's willingness to accept the settlement offer and and, subject to the limitations of Section 11.5, 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 claimIndemnifiable 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Losses of the Indemnified 32 Party with respect to such claimIndemnifiable Claim. If the Indemnifying Party makes any payment on any claimIndemnifiable 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 claimIndemnifiable Claim.

Settlement Limitations. Notwithstanding anything in this Section 12.3 11.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other partyParty, settle or compromise any Indemnifiable Claim or permit a default or consent to entry of any judgment judgment, unless such settlement or compromise includes an unqualified a complete release from all liability in respect of the claimIndemnified Party with respect to liability related to such Indemnifiable Claim. Notwithstanding the foregoingpreceding sentence, if a settlement offer solely for money damages is made by the applicable third party Third-Party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s 's willingness to accept the settlement offer and pay the amount called for by such offer, and offer without reservation of any rights or defenses against the Indemnified Party declines to accept such offerParty, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability Liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Indemnifiable 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. Notwithstanding anything in this Section 12.3 11.3 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 judgment, unless such settlement or compromise includes an unqualified a complete release from all liability in respect of the claimIndemnified Party with respect to liability related to such Indemnifiable Claim. Notwithstanding the foregoingpreceding sentence, 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 's willingness to accept the settlement offer and pay the amount called for by such offer, and offer without reservation of any rights or defenses against the Indemnified Party declines to accept such offerParty, 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Indemnifiable 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. Notwithstanding anything in this Section 12.3 11.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shallshall not, without the written consent of the other partyIndemnified Party, settle or compromise any Indemnifiable Claim third party Action or permit a default or consent to entry of any judgment unless such settlement or compromise includes an unqualified 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 '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 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 (to the extent not used to offset Losses incurred by the 48 Indemnified Party in respect of which the Indemnified Party with respect to such claimhas not received indemnity payments from the Indemnifying Party).

Settlement Limitations. Notwithstanding anything in this Section 12.3 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 judgment, unless such settlement or compromise (i) includes an unqualified a complete release from all liability in respect of the claimIndemnified Party with respect to liability related to such Indemnifiable Claim, (ii) does not lead to liability or create any financial or other obligation on the part of the Indemnified Party; and (iii) does not admit the liability or fault of the Indemnified Party (the “Settlement Requirements”). Notwithstanding the foregoingpreceding sentence, if a settlement offer solely for money damages (and otherwise satisfying the Settlement Requirements) 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 offer without reservation of any rights or defenses against the Indemnified Party declines to accept such offerParty, 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Indemnifiable 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. Notwithstanding anything in this Section 12.3 7.4 to the contrary, neither in the circumstances described in clauses (i) and (ii) of subsection (b) above, the Indemnifying Party nor the Indemnified Party shallshall not, without the written consent of the other partyIndemnified Party, settle or compromise any Indemnifiable Claim or permit a default or consent to entry of any judgment in respect thereof unless such settlement settlement, compromise or compromise consent includes as an unqualified unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect of such Claim. Except in the claim. Notwithstanding circumstances described in the foregoingpreceding sentence, 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 's willingness to unconditionally accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party unreasonably declines to accept such offer, the Indemnified Party may continue to contest such claimClaim, 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Losses of the Indemnified Party with respect to such Claim. The provisions of this Article are subject to the rights of any Indemnified Party's insurer which may be defending any such claim. If the Indemnifying Party makes any payment on any claimhereunder, 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 claimClaim.

Settlement Limitations. Notwithstanding anything in this Section 12.3 12.4 to the contrary, neither the Indemnifying Party nor the Indemnified Party shallshall not, without the written consent of the other partyIndemnified Party, settle or compromise any Indemnifiable Claim or permit a default or consent to entry of any judgment unless such settlement or compromise includes the claimant and the Indemnifying Party provide to the Indemnified Party 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. Notwithstanding anything in this Section 12.3 9.3 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 judgment, unless such settlement or compromise includes an unqualified a complete release from all liability in respect of the claimIndemnified Party with respect to liability related to such Indemnifiable Claim. Notwithstanding clause (i) of the foregoingpreceding sentence, 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 's willingness to accept the settlement offer and pay the amount called for by such offer, and offer without reservation of any rights or defenses against the Indemnified Party declines to accept such offerParty, 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Indemnifiable Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Indemnifiable 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. Notwithstanding anything in this Section 12.3 10.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shallshall not, without the written consent of the other partyIndemnified Party, settle or compromise any Indemnifiable Indemni- fiable Claim or permit a default or consent to entry of any judgment unless such settlement or compromise includes the claimant provides to the Indemnified Party an unqualified release from all liability in respect of the claimClaim. 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 '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 claimClaim, 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 (iA) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnifiable Claim through the date of its rejection of the settlement offer or (iiB) the aggregate Losses of the Indemnified Party with respect to such claimIndemnifiable Claim. If the Indemnifying Party makes any payment on any claimIndemnifiable 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 claimIndemnifiable Claim.