No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim.
Appears in 11 contracts
Samples: Master Distribution Agreement (Lovarra), Master Distribution Agreement (Logiq, Inc.), Master Distribution Agreement (Net Element, Inc.)
No Settlement. Neither No Party may settle or compromise any Third-Party Claim for which either a Party is seeking to be indemnified hereunder without the prior written consent of the other PartyParties, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Partydamages, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party Parties and provides for a full, unconditional and irrevocable release of the other Party Parties from all Liability in connection with the Third-Party Claim.
Appears in 6 contracts
Samples: Separation and Distribution Agreement (Atlas Energy, L.P.), Separation and Distribution Agreement (Targa Resources Partners LP), Separation and Distribution Agreement (Atlas Energy Group, LLC)
No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Partydamages, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Transition Trademark License Agreement (Armstrong Flooring, Inc.), Trademark License Agreement (Armstrong Flooring, Inc.)
No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party and the other members of its Group and the Indemnitee(s) from all Liability in connection with the Third-Party Claim.
Appears in 3 contracts
Samples: Separation Agreement (Southwest Gas Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.)
No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Partyparty, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Pfizer Inc), Separation and Distribution Agreement (Mylan N.V.)
No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, Party (which consent may not be unreasonably withheld, delayed or conditioned), unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (RXO, Inc.), Separation and Distribution Agreement (Rxo, LLC), Separation and Distribution Agreement (Rxo, LLC)
No Settlement. Neither No Party may settle or compromise any Third-Party Claim for which either a Party is seeking to be indemnified hereunder without the prior written consent of the other PartyParties, which consent may not be unreasonably withheld, unless such settlement or compromise is (i) solely for monetary damages that are fully payable by the settling or compromising Partydamages, (ii) does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party Parties, and (iii) provides for a full, unconditional and irrevocable release of the other Party Parties from all Liability in connection with the Third-Party Claim.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.), Separation and Distribution Agreement (Paramount Gold Nevada Corp.)
No Settlement. Neither No Party may settle or compromise any Third-Party Claim for which either a Party is seeking to be indemnified hereunder without the prior written consent of the other Party, Parties (which consent may not be unreasonably withheld), unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party Parties from all Liability in connection with the Third-Party Claim.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Contango ORE, Inc.)
No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party and the other members of its Group and the Indemnitee(s) from all Liability in connection with the Third-Party Claim.. 4.6
Appears in 1 contract
