Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party unless such settlement (1) includes, as an unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and (2) does not impose any liability or obligation on the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includes, as an unconditional term thereof, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunder.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party unless such (which consent shall not be unreasonably withheld, conditioned or delayed), provided that the Indemnifying Party may enter into settlement (1) includes, as an unconditional term thereof, a of any Third Party Claim without the prior written release consent of each the Indemnified Party from that (w) involves no obligation of any Indemnified Party, (x) involves only the payment of money damages all liabilities and obligations of which are paid in connection with such Third-Party Claim full by the Indemnifying Party, (y) involves no finding or admission of fault or wrongdoing by any Indemnified Party, and (2z) does not impose involve any liability criminal or obligation on the reputational claims and would not otherwise reasonably be expected to materially adversely affect any Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a6.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includeswhich consent shall not be unreasonably withheld, as an unconditional term thereof, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability conditioned or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderdelayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party unless such settlement (1) includeswhich consent shall not be unreasonably, withheld, conditioned or delayed), except as an provided in this Section 7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim Claim, the Indemnifying Party may consent to and (2) does not impose any liability or obligation on the Indemnified Partyaccept and agree to such offer. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includeswhich consent shall not be unreasonably, as an unconditional term thereofwithheld, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability conditioned or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderdelayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party unless such settlement (1) includeswhich consent shall not be unreasonably, withheld, conditioned or delayed), except as an provided in this Section 7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim Claim, the Indemnifying Party may consent to and (2) does not impose any liability or obligation on the Indemnified Partyaccept and agree to such offer. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includeswhich consent shall not be unreasonably, as an unconditional term thereofwithheld, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and conditioned or delayed). (y) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunder.c)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnified Party unless (which consent shall not be unreasonably withheld, conditioned, or delayed), except to the extent such settlement does not provide for liability or the creation of a financial or other obligation (1including the imposition of an injunction or other equitable relief) includeson the part of the Indemnified Party, as an does not provide for any statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnified Party and provides, in customary form, for the full, complete and unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and (2) does not impose any liability or obligation on the Indemnified PartyClaim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a)6.5, it shall not agree to any settlement without the prior written consent of the Indemnifying Party unless (which consent shall not be unreasonably withheld or delayed), and no such settlement (x) includes, as an unconditional term thereof, a written release shall be determinative of the Indemnifying Party from all liabilities and Party’s obligations in connection with such Third-Party Claim and (y) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderunder this Article 6.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 6.05(b). If a firm offer is made to settle a Third Party unless such settlement (1) includesClaim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VI and provides, as an in customary form, for the unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and (2) does not impose any liability or obligation on the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a6.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includeswhich consent shall not be unreasonably withheld, as an unconditional term thereof, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability conditioned or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderdelayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, provided, however, that such consent of the Indemnified Party unless such settlement shall not be required if: (i) there is no finding or admission of any violation of Laws by the Indemnified Party; or (ii) (1) includes, as an unconditional term thereof, a written release of each the sole relief provided in the compromise or settlement is monetary damages that are paid in full by the Indemnifying Party and does not include any requirement that the Indemnified Party take or refrain from all liabilities and taking any actions other than compliance with any non-disclosure obligations related to the terms of such settlement contained in connection with such Third-Party Claim the settlement agreement; and (2) does not impose any liability the compromise or obligation on settlement includes an unconditional and irrevocable release of the Indemnified PartyParty with respect to the subject matter of such claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.8(a), it shall provide the Indemnifying Party with advance notice of any proposed settlement, with a reasonable opportunity to review, and shall not agree to any unreasonable settlement without the written consent of the Indemnifying Party unless such settlement (x) includes, as an unconditional term thereof, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderParty.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party unless (which consent shall not be unreasonably withheld, conditioned, or delayed), except to the extent such settlement (1i) includesdoes not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party, as an (ii) does not include a finding or admission of wrongdoing and (iii) provides, in customary form, for the unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and (2) does not impose any liability or obligation on the Indemnified PartyClaim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a8.05(b), it shall not agree to any settlement without the prior written consent of the Indemnifying Party unless (which consent shall not be unreasonably withheld, conditioned or delayed), and no such settlement (x) includes, as an unconditional term thereof, a written release shall be determinative of the Indemnifying Party from all liabilities and Party’s obligations in connection with such Third-Party Claim and (y) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderunder this Article VIII.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party unless such settlement (1) includeswhich consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b). If an offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim, the Indemnifying Party may settle the Third Party Claim and (2) does not impose any liability or obligation on upon the Indemnified Partyterms set forth in such offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includes, as an unconditional term thereof, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderParty.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement (1i) includesdoes not provide for any relief other than the payment of monetary damages, as an (ii) provides for the complete and unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and Claim, (2iii) does not impose result in a finding or admission of any liability violation of Law, breach of contract or obligation on similar acknowledgement, and (iv) the Indemnified PartyIndemnifying Party shall pay or cause to be paid all amounts arising out of such settlement concurrently with the effectiveness of such settlement. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includeswhich consent shall not be unreasonably withheld, as an unconditional term thereof, conditioned or delayed). If the parties are unable to amicably resolve any dispute regarding a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Third Party Claim and (ythen the disputed matters shall be submitted for resolution to an arbitrator in accordance with Section 7.05(c)(ii) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderbelow.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party unless such settlement (1) includesClaim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, as an in customary form, for the unconditional term thereof, a written release of each Indemnified Party from all liabilities and obligations in connection with such Third-Third Party Claim and (2) does not impose any liability or obligation on the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includeswhich consent shall not be unreasonably withheld, as an unconditional term thereof, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability conditioned or obligation on the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderdelayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party unless (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b), and (ii) the prior written consent of the issuer of the R&W Policy to the extent such consent is required pursuant to the R&W Policy. Notwithstanding the forgoing, the Indemnifying Party may enter into any settlement as long as such settlement (1A) includesdoes not involve any finding or admission of any violation of Law on behalf of the Indemnified Party or any of its Affiliates or any of their respective Representatives, as an unconditional term thereof, a written release of (B) releases each Indemnified Party from all liabilities and obligations in connection with that is party to such Third-Party Claim from all Liability with respect to such claim and such settlement amount is paid in full by the Indemnifying Party, and (2C) does not impose any liability equitable remedies or obligation material non-monetary obligations on the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (xwhich consent shall not be unreasonably withheld or delayed) includes, as an unconditional term thereof, a written release and the consent of the Indemnifying Party from all liabilities and obligations in connection with issuer of the R&W Policy, to the extent such Third-Party Claim and (y) does not impose any liability or obligation on consent is required pursuant to the Indemnifying Party other than financial obligation for which the Indemnified Party is indemnified hereunderR&W Policy.