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 Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 shall also be binding upon the indemnifying Party or the indemnified Party, 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 the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Indemnitee (unless the Indemnifying Party has the exclusive right to settle or compromise under Section 10.4) or the indemnifying Indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 10.4 shall also be binding upon the indemnifying Indemnifying Party or the indemnified PartyIndemnitee, 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 the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would no obligation, restriction or Loss shall be imposed on the Indemnitee as a result in an orderof such settlement or compromise without its prior written consent, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operationswhich consent shall not be unreasonably withheld, and (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent Indemnitee will not be unreasonably withheld compromise or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of settle any claim, suit, action or proceeding it without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld; provided, however, (a) that the Indemnifying Party shall respond no later than the earlier of (i) ten (10) Business Days or (ii) the response deadline required by the terms of such settlement offer (provided the Indemnifying Party is defending, during which time given reasonable advance notice of the indemnifying Party may assume deadline) with respect to its consent to such settlement or judgment and (b) if Seller is the defense of, and responsibility forIndemnifying Party, such claim, suit, action consent (or proceeding and if it does so withholding of consent) shall be given by the proposed settlement or compromise may not Seller Representative. Any Asbestos Claims described on Exhibit I shall be made.handled in accordance with the procedures described in Exhibit I.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 6.4 shall also be binding upon the indemnifying Party or the indemnified Party, 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 the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be made.

Settlement or Compromise. Any settlement or compromise made or caused to be made in accordance with the provisions of this Section 7.4 by the indemnified Indemnified Party or the indemnifying Indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.5 third-party claim shall also be binding upon the indemnifying Indemnifying Party or the indemnified Indemnified Party, 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 the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would no obligation, restriction or Damages that will not be paid in full by the Indemnifying Party shall be imposed on the Indemnified Party as a result in an orderof any such settlement or compromise without its prior written consent, injunction which shall not be unreasonably withheld or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operationsdelayed, and (ii) would give rise to any Liability on the part no statement or admission of the indemnified Party for which the indemnifying Party shall have not agreement in writing liability that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would could reasonably be expected to increase be detrimental to Buyer, the Liability Acquired Assets or the Business may be made as part of the indemnified Party for Taxes after the Closing Date; in each case, any such settlement or compromise without the prior written consent of the indemnified PartyBuyer, which consent will shall not be unreasonably withheld or delayed. The indemnified Indemnifying Party will give the indemnifying Indemnified Party at least 30 days’ ' prior written notice of any proposed settlement or compromise of any claim, suit, action or proceeding third-party claim it is defending, during which time the indemnifying Indemnified Party may reject such proposed settlement or compromise; provided, however, from and after such rejection, the Indemnified Party shall be obligated to assume the defense of, of and full and complete liability and responsibility for, for such claim, suit, action or proceeding claim and if it does so any and all Damages in connection therewith in excess of the amount of Damages which the Indemnifying Party would have been obligated to pay under the proposed settlement or compromise may not be madeupon payment to the Indemnified Party of the amount of the proposed settlement.

Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Indemnified Party (unless the Indemnifying Party has the exclusive right to settle or compromise under clause (b) of Section 11.6) or the indemnifying Indemnifying Party, as the case may be, of any such claim, suit, action claim or proceeding Action of the kind referred to in this Section 6.5 11.6 shall also be binding upon the indemnifying Indemnifying Party or the indemnified Indemnified Party, 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 (i) the indemnifying Indemnifying Party shall not, without the prior consent of the Indemnified Party, which consent shall not settle be unreasonably withheld or compromise delayed, consent to the entry of any judgment or enter into any settlement with respect to any Action (other than an Action set forth on Exhibit 7.1(a)(xii)) (A) if such judgment or settlement does not include as an unconditional term thereof the giving by such claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof (B) if such settlement, compromise, acknowledgement judgment or admission (i) settlement would result in an orderthe finding or admission of any violation of applicable Law, injunction or (C) if, as a result of such consent or settlement, injunctive or other equitable remedy in respect of relief would be imposed against the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) such settlement would reasonably be expected to increase have a material adverse effect on the Liability business, assets or results of operations of the indemnified Acquired Companies, taken as a whole, (ii) the Indemnifying Party for Taxes after shall not, without the Closing Date; in each caseprior consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, consent to the entry of any judgment or enter into any settlement with respect to any Action set forth on Exhibit 7.1(a)(xii) if, as a result of such consent or settlement, injunctive or other equitable relief (including a monitor) or other similar obligation would be imposed against the Indemnified Party and (iii) the Indemnified Party will not compromise or settle any claim or Action without the prior written consent of the indemnified Indemnifying Party, which consent will shall not be unreasonably withheld or delayed. The indemnified Party will give For the indemnifying Party avoidance of doubt, the Parties acknowledge and agree that Seller shall act, at least 30 days’ notice Seller’s expense, on behalf of the Acquired Companies and shall have the sole authority, subject to the provisions of this Section 11.7, to enter into discussions, negotiations, settlements, compromises and judgments with any proposed settlement plaintiffs or compromise other Persons with respect to any Retained Action. Upon Seller’s request to Purchaser, Purchaser shall promptly cause an appropriate officer of each relevant Acquired Company to execute any claimdocument, suitagreement or instrument evidencing any settlements, action compromises or proceeding it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may not be madejudgments with respect to any Retained Action that have been authorized by Seller in accordance with this Section 11.7.

Settlement or Compromise. Any If the Indemnified Party is conducting the defense of a Third-Party Suit, the Indemnified Party may not enter into any proposed settlement or compromise made or caused of such Third-Party Suit without the prior approval of the Indemnifying Party, such approval not to be made unreasonably withheld, conditioned, or delayed. If the Indemnifying Party is conducting the defense of a Third-Party Suit, the Indemnifying Party shall not enter into any proposed settlement or compromise of such Third-Party Suit without the prior approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed. Subject to the foregoing, any settlement or compromise of any Third-Party Suit by either the indemnified Indemnifying Party or the indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to Indemnified Party entered into in compliance with this Section 6.5 6.6 shall also be binding upon on the indemnifying Party or the indemnified Party, as the case may be, other party 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, . It is understood and agreed that the indemnifying Party shall not settle or compromise any such claim, or otherwise acknowledge or admit the validity of such claim or any Liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party’s continuing operations, (ii) would give rise to any Liability on the part of the indemnified Party for which the indemnifying Party shall have not agreement in writing that such indemnifying Party is solely obligated to satisfy and discharge the claim, (iii) would result in Liabilities which, taken together with other existing claims under this Article VII, would not be fully indemnified hereunder, or (iv) would reasonably be expected to increase the Liability of the indemnified Party for Taxes after the Closing Date; in each case, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld or delayed. The indemnified Party will give the indemnifying Party at least 30 days’ notice Company may withhold approval of any proposed settlement or compromise in respect of any claim, suit, action or proceeding it is defending, during which time a Third-Party Suit to the indemnifying Party may assume the defense of, and responsibility for, extent such claim, suit, action or proceeding and if it does so the proposed settlement or compromise may would reasonably be expected to result in any injunctive or other equitable relief or any operational remedies with respect to the Retained Business or that otherwise could have a material impact on the Retained Business or the Company’s assets other than the Assets, and any such withheld approval shall be deemed not be madeto have been unreasonably withheld, conditioned or delayed.