Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.5, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that the Indemnified Party shall not enter into any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence defense of any Third Party Claim as provided in accordance with Section 8.512.4(b), the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence defense of such Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 days 30 Days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence defense of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that the . The Indemnified Party shall not enter into any settle or compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnifier unless such settlement or compromise is made without any liability to, and does not require any action on the part of, the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence defense of any Third Party Claim as provided in accordance with Section 8.512.4(b), the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence defense of such Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence defense of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that the . The Indemnified Party shall not enter into any settle or compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnifier unless such settlement or compromise is made without any liability to, and does not require any action on the part of, the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.56.8, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving the notice from the Indemnified Party that the Indemnified Party bona fide in good faith believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, such consent not to be unreasonably withheld, the Indemnifier shall not thereafter enter into any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.Claim. Table Of Contents

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence defense of any Third Party Claim as provided in Section 8.55.6, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence defense of such Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence defense of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, the Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without which would lead to liability or create any financial or other material obligation on the prior written consent part of the Indemnifier, which shall not be unreasonably withheld, delayed or conditionedIndemnified Party.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.56.8, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 calendar days (or such shorter period as is required so as not to prejudice the Indemnified Party) after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, the Indemnifier shall not enter into or cause any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.unless:

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.5section 11.3, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, such consent not to be unreasonably withheld, the Indemnifier shall not thereafter enter into any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditionedClaim.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence defense of any Third Party Claim as provided in accordance with Section 8.512.4(b), the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence defense of such Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 thirty (30) days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence defense of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that the . The Indemnified Party shall not enter into any settle or compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnifier unless such settlement or compromise is made without any liability to, and does not require any action on the part of, the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.

Settlement of Third Party Claims. If Subject to the proviso in Section 7.7, if an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.57.9, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take steps to defend diligently such stepsThird Party Claim, the Indemnified Party may, at its optionoption and on thirty (30) days written notice to the Indemnifier, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall shall, subject to Section 7.6, be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, the Indemnifier shall not, while defending such Third Party shall not Claim, thereafter enter into any compromise or settlement of any Third Party Claim without Claim; provided, however, that if the prior written consent terms of the Indemnifierproposed settlement involved solely the payment of money by the Indemnifier and such consent is not obtained for any reason, which the liability of the Indemnifier shall not be unreasonably withheld, delayed or conditionedlimited to the proposed settlement amount.

Settlement of Third Party Claims. If an Indemnifier Indemnitor elects to assume the defence of any Third Party Claim as provided in Section 8.56.5, the Indemnifier Indemnitor shall not be liable for any legal expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defence of such Third Party ClaimClaim following the receipt by the Indemnitee of notice of such assumption. However, if the Indemnifier Indemnitor fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 thirty (30) days after receiving notice from the Indemnified Party Indemnitee that the Indemnified Party bona fide Indemnitee believes on reasonable grounds that the Indemnifier Indemnitor has failed to take such steps, the Indemnified Party Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier Indemnitor shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . The Indemnitor shall not, without the Indemnified Party shall not prior written consent of the Indemnitee, enter into any compromise or settlement of any a Third Party Claim without the prior written consent of the IndemnifierClaim, which shall consent cannot be unreasonably withheld, delayed or conditioned.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.55.6, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days (or such shorter period as is required so as not to prejudice the Indemnified Party) after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, the Indemnifier shall not enter into or cause any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.unless:

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.57.8, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving the notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, such consent not to be unreasonably withheld, the Indemnifier shall not thereafter enter into any compromise or settlement of any Third Party Claim without Claim; provided, however, that the prior written consent liability of the Indemnifier, which Indemnifier shall be limited to the proposed settlement amount if such consent is not be unreasonably withheld, delayed or conditionedobtained for any reason.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.57.5, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that the Indemnified Party shall not enter into any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.56.6, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 thirty (30) days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, the Indemnifier shall not thereafter enter into any compromise or settlement of any Third Party Claim without which would lead to liability or create any financial or other material obligation on the prior written consent part of the Indemnifier, which shall not be unreasonably withheld, delayed or conditionedIndemnified Party.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence defense of any Third Party Claim as provided in accordance with Section 8.512.1(d), the Indemnifier shall not be liable responsible for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence defense of such Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence defense of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable responsible for all reasonable costs and expenses paid or incurred in connection therewith; provided that the . The Indemnified Party shall not enter into any settle or compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnifier unless such settlement or compromise is made without any responsibility to, and does not require any action on the part of, the Indemnifier and does not in any way adversely affect the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.55.7(a), 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 45 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing choice and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, which may not be unreasonably withheld, the Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without Claim, which would lead to liability or create any financial or other obligation on the prior written consent part of the Indemnifier, which shall not be unreasonably withheld, delayed or conditionedIndemnified Party.

Settlement of Third Party Claims. If an Indemnifier Indemnifying Party elects to assume the defence of any Third Party Claim as provided in Section 8.57.7, the Indemnifier shall Indemnifying Party will 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 Indemnifier Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier Indemnifying Party has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall Indemnifying Party will be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that with the defence of such Third Party Claim. Without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, the Indemnifying Party shall will not enter into any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditionedClaim.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.55.6, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 thirty (30) days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, the Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without which would lead to Liability or create any financial or other material obligation on the prior written consent part of the Indemnifier, which shall not be unreasonably withheld, delayed Indemnified Party or conditionedits Affiliates.

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.56.12, 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, the Indemnifier shall not not, without the consent of the Indemnified Party, enter into any compromise or settlement of any Third Party Claim without which would lead to liability or create any financial or other material obligation on the prior written consent part of the IndemnifierIndemnified Party, which shall or that does not be unreasonably withheld, delayed or conditionedcontain a full and unconditional release of the Indemnified Party .

Settlement of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.5, 15.6 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 Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . Without the prior written consent of the Indemnified Party Party, the Indemnifier shall not enter into or cause any compromise or settlement of any Third Party Claim without the prior written consent of the Indemnifier, which shall not be unreasonably withheld, delayed or conditioned.unless:

Settlement of Third Party Claims. If an Indemnifier Indemnitor elects to assume the defence of any Third Party Claim as provided in Section 8.56.4, the Indemnifier Indemnitor shall not be liable for any legal expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defence of such Third Party ClaimClaim following the receipt by the Indemnitee of notice of such assumption. However, if the Indemnifier Indemnitor fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party Indemnitee that the Indemnified Party bona fide Indemnitee believes on reasonable grounds that the Indemnifier Indemnitor has failed to take such steps, the Indemnified Party Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier Indemnitor shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . The Indemnitor shall not, without the Indemnified Party shall not prior written consent of the Indemnitee, enter into any compromise or settlement of any a Third Party Claim without the prior written consent of the IndemnifierClaim, which shall not be unreasonably withheldwould lead to liability or create any other obligation, delayed financial or conditionedotherwise, on the Indemnitee.

Settlement of Third Party Claims. If an Indemnifier Indemnitor elects to assume the defence of any Third Party Claim as provided in Section 8.56.5, the Indemnifier Indemnitor shall not be liable for any legal expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defence of such Third Party ClaimClaim following the receipt by the Indemnitee of notice of such assumption. However, if the Indemnifier Indemnitor fails to take reasonable steps necessary to defend diligently such Third Party Claim within 15 30 days after receiving notice from the Indemnified Party Indemnitee that the Indemnified Party bona fide Indemnitee believes on reasonable grounds that the Indemnifier Indemnitor has failed to take such steps, the Indemnified Party Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier Indemnitor shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith; provided that . The Indemnitor shall not, without the Indemnified Party shall not prior written consent of the Indemnitee, enter into any compromise or settlement of any a Third Party Claim without the prior written consent of the IndemnifierClaim, which shall not be unreasonably withheldwould lead to liability or create any other obligation, delayed financial or conditionedotherwise, on the Indemnitee.