Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty unless such settlement (1) includes, except as provided in this Section 8.05(b). If an unconditional term thereof, a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional written release of each Indemnified Party from all liabilities and obligations in connection with such Third Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of (2) does not impose any liability or obligation on the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party unless such settlement (x) includes, as an unconditional term thereof, a written release of the Indemnifying Party from all liabilities and obligations in connection with such Third-Party Claim and (y) does not impose any liability or obligation on the Indemnifying Party other than financial obligation for which consent shall not be unreasonably withheld, conditioned or delayed)the Indemnified Party is indemnified hereunder.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or , and (ii) the creation of a financial or other obligation on the part prior written consent of the Indemnified Party for which indemnification would not be provided by issuer of the Indemnifying Party R&W Policy to the extent such consent is required pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and R&W Policy. Notwithstanding the Indemnifying Party desires to accept and agree to such offerforgoing, the Indemnifying Party may settle enter into any settlement as long as such settlement (A) does not involve any finding or admission of any violation of Law on behalf of the Third Indemnified Party or any of its Affiliates or any of their respective Representatives, (B) releases each Indemnified Party that is party to such Third-Party Claim upon from all Liability with respect to such claim and such settlement amount is paid in full by the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of Indemnifying Party, and (C) does not impose equitable remedies or material non-monetary obligations on the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed)) and the consent of the issuer of the R&W Policy, to the extent such consent is required pursuant to the R&W Policy.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably, withheld, conditioned or delayed), except as provided in this Section 8.05(b7.05(b). If a firm offer is made to settle a Third Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Third-Party Claim and Claim, the Indemnifying Party desires may consent to and accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably unreasonably, withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for (which indemnification would consent shall not be provided by unreasonably withheld, conditioned or delayed), unless such settlement (i) does not provide for any relief other than the Indemnifying Party pursuant to this ARTICLE VIII and providespayment of monetary damages, in customary form, (ii) provides for the complete and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Third-Party Claim Claim, (iii) does not result in a finding or admission of any violation of Law, breach of contract or similar acknowledgement, and (iv) the Indemnifying Party desires shall pay or cause to accept and agree to be paid all amounts arising out of such offer, settlement concurrently with the Indemnifying Party may settle the Third Party Claim upon the terms set forth in effectiveness of such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified Partysettlement. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). If the parties are unable to amicably resolve any dispute regarding a Third Party Claim then the disputed matters shall be submitted for resolution to an arbitrator in accordance with Section 7.05(c)(ii) below.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for (which indemnification would consent will not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and providesunreasonably conditioned, in customary formdelayed or withheld), for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offerprovided, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the however, that no prior written consent of the Indemnified party will be required if such settlement (A) fully releases the Indemnified Party from further liability or other consequences, and (B) involves only the payment of monetary damages for which the Indemnified Party is at the time entitled to indemnification for the full amount of Losses, and (C) the Indemnifying Party provides the Indemnified Party with evidence of the Indemnifying Party’s ability to pay such monetary damages. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for (which indemnification would consent shall not be unreasonably withheld, conditioned or delayed), provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, that the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party that (w) involves no obligation of any Indemnified Party, (x) involves only the payment of money damages all of which are paid in full by the Indemnifying Party, (y) involves no finding or admission of fault or wrongdoing by any Indemnified Party, and (z) does not involve any criminal or reputational claims and would not otherwise reasonably be expected to materially adversely affect any Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a6.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b). If a firm an offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offerClaim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified PartyClaim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed)Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably, withheld, conditioned or delayed), except as provided in this Section 8.05(b7.05(b). If a firm offer is made to settle a Third Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Third-Party Claim and Claim, the Indemnifying Party desires may consent to and accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably unreasonably, withheld, conditioned or delayed).. (c)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part provided, however, that such consent of the Indemnified Party for which indemnification would shall not be required if: (i) there is no finding or admission of any violation of Laws by the Indemnified Party; or (ii) (1) the sole relief provided in the compromise or settlement is monetary damages that are paid in full by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for does not include any requirement that the unconditional release of each Indemnified Party take or refrain from all liabilities and taking any actions other than compliance with any non-disclosure obligations in connection with such Third Party Claim and the Indemnifying Party desires related to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth of such settlement contained in such firm offer to settle such Third Party Claim without the prior written consent settlement agreement; and (2) the compromise or settlement includes an unconditional and irrevocable release of the Indemnified PartyParty with respect to the subject matter of such claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a7.8(a), it shall provide the Indemnifying Party with advance notice of any proposed settlement, with a reasonable opportunity to review, and shall not agree to any unreasonable settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed)Party.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to the extent such settlement does not provide for liability or the creation of a financial or other obligation (including the imposition of an injunction or other equitable relief) on the part of the Indemnified Party Party, does not provide for which indemnification would not be provided any statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnifying Indemnified Party pursuant to this ARTICLE VIII and provides, in customary form, for the full, complete and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified PartyClaim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a)6.5, it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 6.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to the extent such settlement (i) does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would Party, (ii) does not be provided by the Indemnifying Party pursuant to this ARTICLE VIII include a finding or admission of wrongdoing and (iii) provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim without the prior written consent of the Indemnified PartyClaim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a8.05(b), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article VIII.