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 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 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 reasonreason in respect of a monetary settlement and the Indemnified Party shall indemnify and save harmless the Indemnifying Party from and against any Losses resulting from or arising out of the failure of the Indemnified Party to consent to such settlement.

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 claimed provided the Indemnified Party has given the Indemnifying Party assumes control of the defence at least five business days prior written notice of any Third proposed settlement, compromise or payment and afforded the Indemnifying Party Claim, an opportunity to consult with the Indemnified Party may not settle any Third Party Claim without regarding the written consent of the Indemnified Partyproposed settlement, which consent shall not be unreasonably withheld compromise or delayedpayment. 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 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 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 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.