Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. If the Indemnifying Party fails to assume control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control of the defence of any Third Party Claim, the Indemnified Party may not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

Settlement of Third Party Claims. If the Indemnifying Party fails to assume assumes control of the defence of any Third Party Claim, the Indemnified Indemnifying Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control of the defence of any Third Party Claim, the Indemnified Party may not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, provided that the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, provided however that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason. If the Indemnified Party assumes control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, provided that the Indemnified Party shall not settle any Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided however that the liability of the Indemnified Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

Settlement of Third Party Claims. If the Indemnifying Party fails does not elect to assume control of the defence defense of any Third Party ClaimClaim or, after request by the Indemnified Party fails to do so, the Indemnified Party shall have (but shall not otherwise have) the exclusive right to contest, settle or pay the amount claimedclaimed and any Losses incurred by the Indemnified Party in connection with such contest, acting reasonably. If settlement or payment shall be conclusive as to the existence and amount of any liability of the Indemnifying Party assumes control of the defence of any Third Party Claim, to the Indemnified Party may not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedhereunder. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim Claim, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) no Indemnified Party shall be obligated to consent to any compromise or settlement that does not provide for a complete release of the Claim against the Indemnified Party, and (b) the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reasonreason other than the failure of such settlement to conform to the requirements of the preceding clause (a).

Settlement of Third Party Claims. If the Indemnifying Party fails to assume control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control of the defence of any Third Party Claim, the Indemnified Party may not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent was unreasonably withheld or delayed. Unless the Indemnified Party otherwise agrees in writing, (i) any such settlement shall include a complete and unconditional release of the Indemnified Party, and (ii) the Indemnifying Party may not settle or compromise any such Third Party Claim if, in connection with any such settlement or compromise, there is not obtained for any reasonadmission or statement of wrongdoing, negligence or violation of law by, or on the part of, or otherwise attributable to, the Indemnified Party.

Settlement of Third Party Claims. If Notwithstanding any other provision of this Agreement, the Indemnifying Party fails shall not consent to assume control of the defence entry of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle judgment or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control enter into any settlement of the defence of any Third Party Claim, the Indemnified Party may not settle any Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld or delayed. Whether ), except as provided in this Section 8.05(b), unless (i) such judgment or not settlement includes as an unconditional term thereof the Indemnifying giving by such claimant or plaintiff to each applicable Indemnified Party assumes control of the negotiation, settlement or defence a release from all liability in respect of any such Third Party Claim, (ii) such judgment or settlement would not result in the finding or admission of any violation of applicable Law by any Indemnified Party and (iii) such judgment or settlement does not impose any financial or other obligation on the part of any Indemnified Party which is not the subject of indemnification by the Indemnifying Party shall hereunder. If an Indemnification Notice is given to an Indemnifying Party and the Indemnifying Party does not, within thirty (30) days after the Indemnification Notice is given, give notice to the Indemnified Party of its election to assume the defense of such claim and the Indemnifying Party has not settle subsequently elected to assume the defense of such claim, the Indemnifying Party will be bound by any Third Party Claim without the written consent of determination made in such claim or any compromise or settlement effected by the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

Settlement of Third Party Claims. If the Indemnifying Party fails to assume control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control the defense of the defence of any Third Party Claim, the Indemnified Party may not settle any a Third Party Claim without the written consent of the Indemnified Partyin connection with Section 10.4(c) hereof, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of shall have the negotiationright to settle such Claim; provided, that in connection with the settlement or defence compromise of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim not, without the written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided), however, settle or compromise any Third Party Claims or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be limited to the proposed settlement amount if any such consent is not obtained for any reasonunreasonably withheld, conditioned or delayed).

Settlement of Third Party Claims. If the Indemnifying Party fails to assume control of the defence defense of any Third Party Claim, or if the Indemnifying Party is the Sellers and if the nature of the Third Party Claim is such that contesting it may reasonably be expected to have a material negative adverse effect on the Purchaser or any of its business relationships, then the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes assume control of the defence defense of any the Third Party Claim and to decide whether to contest or settle such Third Party Claim, the Indemnified Party may not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided. In addition, however, that the liability Indemnified Party shall not settle any Third Party Claim without the written consent of the Indemnifying Party Party, which consent shall not be limited to the proposed settlement amount if any such consent is not obtained for any reasonunreasonably withheld or delayed.

Settlement of Third Party Claims. If the Indemnifying Party fails an Indemnifier elects to assume control of the defence defense of any Third Party ClaimClaim as provided in Section 9.6, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim unless the representation of the Indemnifier and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. Notwithstanding the foregoing, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within a reasonable time after receiving notice from the Indemnified Party that the Indemnified Party has reasonable grounds to believe that the Indemnifier has failed to take such steps, the Indemnified Party shall have may, at its option, elect to assume the exclusive right defense of and to contest, compromise or settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control of the defence of any Third Party Claim, the Indemnified Party may not settle any Third Party Claim without assisted by counsel of its choice and the Indemnifier shall be liable for all reasonable costs and out-of-pocket expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, which consent the Indemnifier shall not be unreasonably withheld enter into any compromise or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, Claim which would lead to liability or create any financial or other material obligation on the Indemnifying Party shall not settle any Third Party Claim without the written consent part of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

Settlement of Third Party Claims. If the Indemnifying Party fails to assume control of the defence of any Third Third-Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control of the defence of any Third Third-Party Claim, the Indemnified Party may not settle any Third Third-Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

Settlement of Third Party Claims. If the Indemnifying Party fails to assume control of the defence defense of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If claimed and the Indemnifying Party assumes control shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim and shall solely bear all reasonable expenses associated with the defense of the defence of any such Third Party Claim, the Indemnified Party may not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence defense of any Third Party Claim, the Indemnifying Party neither party shall not settle any Third Party Claim without the written consent of the Indemnified Partyother party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party such party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.reason within a reasonable time after the request therefor. If the exercise by Purchaser of any of the rights granted to it pursuant to this Agreement is enjoined or, in Vendor's reasonable opinion, is likely to be enjoined due to the type of infringement or misappropriation specified in

Settlement of Third Party Claims. If the Indemnifying Party fails to assume control of the defence of any Third Third-Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control of the defence of any Third Third-Party Claim, the Indemnified Party may not settle any Third Third-Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Third-Party Claim, the Indemnifying Party shall not settle any Third Third-Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

Settlement of Third Party Claims. If Subject to the Indemnifying Party fails proviso in Section 7.7, if an Indemnifier elects to assume control of the defence of any Third Party Claim as provided in Section 7.9, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence of such Third Party Claim. However, if the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take steps to defend diligently such Third Party Claim, the Indemnified Party shall have may, at its option and on thirty (30) days written notice to the exclusive right Indemnifier, elect to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party assumes control of assume the defence of any Third Party Claim, and to compromise or settle the Indemnified Party may not settle any Third Party Claim without assisted by counsel of its own choosing and the Indemnifier shall, subject to Section 7.6, be liable for all reasonable costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, which such consent shall not to be unreasonably withheld withheld, the Indemnifier shall not, while defending such Third Party Claim, thereafter enter into any compromise or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that if the liability terms of the Indemnifying Party shall be limited to the proposed settlement amount if any involved solely the payment of money by the Indemnifier and such consent is not obtained for any reason, the liability of the Indemnifier shall be limited to the proposed settlement amount.