Common use of Settlement or Compromise Clause in Contracts

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without the prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claim. The Indemnified Person or the Indemnifying Person, as the case may be, shall give the other party hereto at least ten (10) days' prior written notice of any proposed settlement or compromise of any Third Party Claim it is defending, during which time such other party may reject such proposed settlement or compromise. In the event of rejection, such other party shall be obligated to assume the defense of, and full and complete liability and responsibility for, such Third Party Claim and any and all Losses in connection therewith in excess of the amount of Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in Section 6.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, provided that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without the its prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claimconsent. The Indemnified Person or the Indemnifying Person, as the case may be, shall give the other party hereto Indemnifying Person at least ten thirty (1030) days' prior written notice of any proposed settlement or compromise of any Third Party Claim claim, suit, action or proceeding it is defending, during which time such other party the Indemnifying Person may reject such proposed settlement or compromise. In the event of ; provided that from and after such rejection, such other party the Indemnifying Person shall be obligated to assume the defense of, of and full and complete liability and responsibility forfor such claim, such Third Party Claim suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without the prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claim. The Indemnified Person or the Indemnifying Person, as the September 9, 2004 (Steel Mills) case may be, shall give the other party hereto hexxxx at least ten (10) days' prior written notice of any proposed settlement or compromise of any Third Party Claim it is defending, during which time such other party may reject such proposed settlement or compromise. In the event of rejection, such other party shall be obligated to assume the defense of, and full and complete liability and responsibility for, such Third Party Claim and any and all Losses in connection therewith in excess of the amount of Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in Section 12.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, provided that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without the its prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claimconsent. The Indemnified Person or will give the Indemnifying Person, as the case may be, shall give the other party hereto Person at least ten (10) 30 days' prior written ’ notice of any proposed settlement or compromise of any Third Party Claim claim, suit, action or proceeding it is defending, during which time such other party the Indemnifying Person may reject such proposed settlement or compromise. In the event of ; provided that from and after such rejection, such other party the Indemnifying Person shall be obligated to assume the defense of, of and full and complete liability and responsibility forfor such claim, such Third Party Claim suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in SECTION 14.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a the court of competent jurisdiction in the amount of such settlement or compromise; provided, however, provided that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without the its prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claimconsent. The Indemnified Person or will give the Indemnifying Person, as the case may be, shall give the other party hereto Person at least ten (10) thirty days' prior written notice of any proposed settlement or compromise of any Third Party Claim claim, suit, action or proceeding it is defending, during which time such other party the Indemnifying Person may reject such proposed settlement or compromise. In the event of ; provided that from and after such rejection, such other party the Indemnifying Person shall be obligated to assume the defense of, of and full and complete liability and responsibility forfor such claim, such Third Party Claim suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in Section 7.5 or Section 7.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, Indemnifying Person (other than obligations arising under this Agreement) as a result of such settlement without the prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claimits prior written consent, which consent shall not be unreasonably withheld. The Indemnified Person or will give the Indemnifying Person, as the case may be, shall give the other party hereto Person at least ten fifteen (1015) days' prior written notice of any proposed settlement or compromise of any Third Party Claim claim, suit, action or proceeding referred to in Section 7.5 that it is defending, during which time such other party may the Indemnifying Person may, on reasonable grounds, reject such proposed settlement or compromise. In the event of ; provided, that from and after such rejection, such other party the Indemnifying Person shall be obligated to assume the defense of, of and full and complete liability and responsibility forfor such claim, such Third Party Claim suit, action or proceeding and any and all Losses in connection therewith therewith. Likewise, the Indemnifying Person will give the Indemnified Person at least fifteen (15) days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding referred to in excess of Section 7.5 that it is defending, during which time the Indemnified Person may, on reasonable grounds, reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnified Person shall defend the claim at its expense and the Indemnifying Person's liability shall be limited to the amount of Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such a Third Party Claim shall also be binding upon on the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such the settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof12.7, no obligation, restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such the settlement or compromise without the prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such the Third Party Claim. The Indemnified Person or the Indemnifying Person, as the case may be, shall give the other party hereto Person at least ten (10) days' ’ prior written notice of any proposed settlement or compromise of any Third Party Claim it is defending, during which time such the other party Person may reject such the proposed settlement or compromise. In If the event of rejectionIndemnified Person is the rejecting party, such other party it shall be obligated to assume the defense of, and full and complete liability and responsibility for, such the Third Party Claim and any and all Losses in connection therewith with it in excess of the amount of Losses which the Indemnified Person would have been obligated to pay incurred under the proposed settlement or compromise. The foregoing sentence If the Indemnifying Person is the rejecting party, the Indemnifying Person shall not apply if be obligated to assume the basis for defense of, and full and complete liability and responsibility for, the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified PersonThird Party Claim and any and all Losses in connection with it.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such a Third Party Claim shall also be binding upon on the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such the settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof13.7, no obligation, restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such the settlement or compromise without the prior written consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such the Third Party Claim. The Indemnified Person or the Indemnifying Person, as the case may be, shall give the other party hereto Person at least ten (10) 10 days' prior written notice of any proposed settlement or compromise of any Third Party Claim it is defending, during which time such the other party Person may reject such the proposed settlement or compromise. In If the event of rejectionIndemnified Person is the rejecting party, such other party it shall be obligated to assume the defense of, and full and complete liability and responsibility for, such the Third Party Claim and any and all Losses in connection therewith with it in excess of the amount of Losses which the Indemnified Person would have been obligated to pay incurred under the proposed settlement or compromise. The foregoing sentence If the Indemnifying Person is the rejecting party, the Indemnifying Person shall not apply if be obligated to assume the basis for defense of, and full and complete liability for, the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified PersonThird Party Claim and any and all Losses in connection with it.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in Section 9.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without the its prior written consent, which consent of such Indemnified Person; and (b) the Indemnifying Person shall will not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claimbe unreasonably withheld. The Indemnified Person or will give the Indemnifying Person, as the case may be, shall give the other party hereto Person at least ten (10) 30 days' prior written notice of any proposed settlement or compromise of any Third Party Claim claim, suit, action or proceeding it is defending, during which time such other party the Indemnifying Person may reject such proposed settlement or compromise. In the event of ; provided, however, that from and after such rejection, such other party the Indemnifying Person shall be obligated to assume the defense of, of and full and complete liability and responsibility forfor such claim, such Third Party Claim suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in Section 8.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction, course of conduct restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, Indemnifying Person (other than obligations arising under this Agreement) as a result of such settlement without the its prior written consent, which consent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claimbe unreasonably withheld. The Indemnified Person or will give the Indemnifying Person, as the case may be, shall give the other party hereto Person at least ten fifteen (1015) days' prior written notice of any proposed settlement or compromise of any Third Party Claim claim, suit, action or proceeding referred to in Section 8.5 that it is defending, during which time such other party may the Indemnifying Person may, on reasonable grounds, reject such proposed settlement or compromise. In the event of ; provided, that from and after such rejection, such other party the Indemnifying Person shall be obligated to assume the defense of, of and full and complete liability and responsibility forfor such claim, such Third Party Claim suit, action or proceeding and any and all Losses in connection therewith therewith. Likewise, the Indemnifying Person will give the Indemnified Person at least fifteen (15) days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding referred to in excess of Section 8.5 that it is defending, during which time the Indemnified Person may, on reasonable grounds, reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnified Person shall defend the claim at its expense and the Indemnifying Person's liability shall be limited to the amount of Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Person.

Settlement or Compromise. Any Subject to this Section 10.8, any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (ai) subject to Section 13.7 hereof, any compromise or settlement by the Indemnifying Person of a Third Party Claim constitutes a complete and unconditional release of the Indemnified Person and no obligation, restriction, course of conduct restriction or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (ii) the Indemnified Person will not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld, except that no such consent shall be required if, following a written request from the Indemnified Person; and (b) , the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of fail, within 14 days after the Indemnified Person from all liability in respect making of such Third Party Claim. The Indemnified Person or the Indemnifying Personrequest, as the case may beto acknowledge and agree in writing that, shall give the other party hereto at least ten (10) days' prior written notice of any proposed settlement or compromise of any Third Party Claim it is defending, during which time such other party may reject such proposed settlement or compromise. In the event of rejection, such other party shall be obligated to assume the defense of, and full and complete liability and responsibility for, if such Third Party Claim and any and all Losses in connection therewith in excess of shall be adversely determined, the amount of Losses which Indemnifying Person has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Person would shall have been obligated the right to pay under compromise or settle any such Third Party Claim without such consent so long as the proposed settlement Indemnifying Person is not actually prejudiced by compromise or compromise. The foregoing sentence shall not apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of conduct, or otherwise imposed an injunction upon the Indemnified Personsettlement.