Settlement of Indemnified Claims Clause Samples
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Settlement of Indemnified Claims. In connection with any Indemnified Claim for which an Indemnified Person is assuming the defense in accordance with this Article VIII, the Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). If any settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Indemnified Claims, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying Party hereunder in accordance with, and subject to the limitations of, this Article VIII. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld, conditioned or delayed in the Indemnified Person’s sole discretion), effect any settlement of any pending or threatened Indemnified Claims in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
Settlement of Indemnified Claims. The indemnifying Party under Sections 13.2 or 13.3, as applicable, shall have the sole authority to settle any indemnified Claim without the consent of the other Party; provided, however, that an indemnifying Party shall not, without the written consent of the other Party, as part of any settlement or compromise (a) admit to liability on the part of the other Party; (b) agree to an injunction against the other Party; or (c) settle any matter in a manner that separately apportions fault to the other Party. The Parties further agree that as part of the settlement of any indemnified Claim, an indemnifying Party shall obtain a full, complete and unconditional release from the claimant on behalf of the indemnified Parties.
Settlement of Indemnified Claims. 28 Section 8.4 Limitation on Indemnification .................................................................. 29 Section 8.5
Settlement of Indemnified Claims. 54 Section 8.4 Contribution ...............................................................................................55 Section 8.5 Treatment of Indemnification Payments ....................................................55 Section 8.6 No Survival ................................................................................................55
Settlement of Indemnified Claims. The indemnifying Party shall give prompt written notice to the indemnified Party of any proposed settlement of an indemnified claim. The indemnifying Party may not, without the prior written consent of the indemnified Party, which the indemnified Party shall not unreasonably withhold, condition or delay, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent: (a) includes an unconditional release of the indemnified Party from all liability arising out of such claim; (b) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of indemnified Party; and (c) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of the indemnified Party.
Settlement of Indemnified Claims. Settlement of claims involving payment for past infringement shall not be made without the consent of, and equitable contribution by, each indemnifying contractor involved, unless such settlement is determined to be in the best interests of the Government and is coordinated with the Department of Justice with a view to preserving any rights of the Government against the contractors involved. If consent of and equitable contribution by the contractors are obtained, the settlement need not be coordinated with the Department of Justice. This section contains clauses for use in patent release and settlement agreements, license agreements, and assignments, executed by the Government, under which the Government acquires rights. Minor modifications of language (e.g., pluralization of “Secretary” or “Contracting Officer”) in multidepartmental agreements may be made if necessary.
Settlement of Indemnified Claims. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement compromise, consent to the entry of any judgment with respect to any pending or threatened Indemnified Claims in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims and (b) such settlement, compromise or consent does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
Settlement of Indemnified Claims. (a) If settled without its consent, which shall not be unreasonably withheld, SMTEK shall not be liable for any settlement of any action brought or claim made against an Indemnified Party, in respect of which indemnity may be sought against SMTEK, but if settled with the consent of SMTEK or without its consent when unreasonably withheld, or if there shall be a final judgment, order or decree for the plaintiff in any such action, SMTEK agrees to indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement, judgment, order or decree.
(b) In the defense of any such claim or litigation SMTEK shall not, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the claimant or plaintiff giving to such Indemnified Party a release from all liability in respect to such claim or litigation.
Settlement of Indemnified Claims. 48 Section 8.4 Contribution...................................................................................49
Settlement of Indemnified Claims. The Indemnifying Party under Section 12.1.1 or 12.1.2, as applicable (the “Indemnifying Party”), shall have the sole authority to settle any claim against the other Party (the “Indemnified Party”) pursuant to Sections 12.1.1 or 12.1.2 (the “Indemnified Claim”) without the consent of the other Party, provided, however, that an Indemnifying Party shall not, without the written consent of the other Party, as part of any settlement or compromise (i) admit to liability on the part of the other Party; (ii) agree to an injunction against the other Party; or (iii) settle any matter in a manner that separately apportions fault to the other Party.