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 Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.2) or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, 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 that (i) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) the Indemnified Person will not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person, which may be withheld in the Indemnifying Person’s sole discretion.

Appears in 2 contracts

Samples: Asset Transfer Agreement, Asset Transfer Agreement (GlyEco, Inc.)

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Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.2) Party or the Indemnifying Person, Party (as the case may be, ) of any such Third Party Claim shall also be binding upon the Indemnifying Person Party or the Indemnified Person, Party (as the case may be, ) in the same manner as if a final judgment or decree had has been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided however, that (i) no obligation, restriction or Loss loss shall be imposed on the an Indemnified Person Party as a result of such settlement or compromise without its prior written consent, consent which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) such settlement shall include an unconditional release of the Indemnified Person will Party; and provided further, that the Indemnified Party shall not make or cause to be made any such settlement or compromise or settle any Third Party Claim without the prior written consent of the Indemnifying PersonParty, which may consent shall not unreasonably be withheld in withheld. The Indemnified Party will give the Indemnifying Person’s sole discretion.Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself is

Appears in 2 contracts

Samples: Research, Collaboration and Distribution Agreement (Intracel Corp), Research, Collaboration and Distribution Agreement (Intracel Corp)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.28.6(b)) or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, 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 provided, however, that (ia) no obligationLiability, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedin its sole and absolute discretion, and (iib) the Indemnified Person will shall not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person, which may consent shall not be withheld in the Indemnifying Person’s sole discretionunreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Asset Transfer Agreement (Lordstown Motors Corp.)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.210.6) or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, 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 provided, however, that (ia) no obligationLiability, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consentConsent, which consent Consent shall not be unreasonably withheld, conditioned or delayed, delayed and (iib) the Indemnified Person will shall not compromise or settle any Third Party Claim without the prior written consent Consent of the Indemnifying Person, which may be withheld in the Indemnifying Person’s sole discretion.

Appears in 1 contract

Samples: Stock Purchase Agreement (Boulevard Acquisition Corp.)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person Party (unless the Indemnifying Person Party has the exclusive right to settle or compromise under clause (b) of Section 20.212.6) or the Indemnifying PersonParty, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in Section 12.6 shall also be binding upon the Indemnifying Person Party or the Indemnified PersonParty, 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 provided, that (i) no obligation, restriction or Loss shall be imposed on the Indemnified Person Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) the Indemnified Person Party will not compromise or settle any Third Party Claim claim, suit, action or proceeding without the prior written consent of the Indemnifying PersonParty, which may consent shall not be withheld in the Indemnifying Person’s sole discretionunreasonably withheld.

Appears in 1 contract

Samples: Master Agreement (Archstone Smith Trust)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.27.6) or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided provided, however, that (ia) no obligationLiability, restriction restriction, or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consentConsent, which consent Consent shall not be unreasonably withheld, conditioned conditioned, or delayed, and (iib) the Indemnified Person will shall not settle or compromise or settle any Third Party Claim without the prior written consent Consent of the Indemnifying Person, which may be withheld in the Indemnifying Person’s sole discretion.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kamada LTD)

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Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.2) or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, 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 provided, that (i) no obligation, restriction or Loss shall be imposed on neither the Indemnified Person as a result or the Indemnifying Person shall, without the written consent of such settlement or compromise without its prior written consent, the other party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) make any settlement or compromise except if such settlement or compromise (i) is for monetary damages only, and (ii) includes a full release of the Indemnified Person, (iii) does not create an obligation, restriction or Loss imposed on the Indemnified Person will and (iv) does not compromise contain an admission of guilt or settle any Third Party Claim without the prior written consent of the Indemnifying Person, which may be withheld in the Indemnifying Person’s sole discretionliability.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Compass Group Diversified Holdings LLC)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.29.6) or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, 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 provided, however, that (ia) no admission of wrongdoing, exclusion, obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (iib) the Indemnified Person will shall not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person, which may consent shall not be withheld in the Indemnifying Person’s sole discretionunreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Luna Innovations Inc)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.2) Party or the Indemnifying PersonParty, as the case may be, of any such Third Party Claim claim, suit, action or proceeding of the kind referred to in Section 9.7 shall also be binding upon the Indemnifying Person Party or the Indemnified PersonParty, 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 provided, that (i) no obligation, obligation or restriction or Loss shall be imposed on the Indemnified Person Party as a result of such settlement or compromise without its prior written consent and no Damage shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) the Indemnified Person Party will not compromise or settle any Third Party Claim claim, suit, action or proceeding without the prior written consent of the Indemnifying PersonParty, which may consent shall not be unreasonably withheld in the Indemnifying Person’s sole discretionor delayed.

Appears in 1 contract

Samples: Services Agreement (Citizens Communications Co)

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