Common use of No Settlement Clause in Contracts

No Settlement. None of Post, BellRing LLC or BellRing Inc. may settle or compromise any Third Party Claim for which such Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by such other Party or another member of its Group (including for this purpose BellRing Inc., if Post is the Indemnifying Party) or the Indemnitee and provides for a full, unconditional and irrevocable release of such other Party and the other members of its Group (including for this purpose BellRing Inc., if Post is the Indemnifying Party) and the Indemnitee(s) from all Liability in connection with the Third Party Claim. Post, BellRing LLC and BellRing Inc. hereby agree that if one of them presents such other Party with a written notice containing a proposal to settle or compromise a Third Party Claim for which any of Post, BellRing LLC or BellRing Inc. is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None of Post, BellRing LLC or BellRing Inc. Neither Party may settle or compromise any Third Third-Party Claim for which such Party an Indemnitee is seeking to be indemnified hereunder without the prior written consent of the Indemnifying other Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise compromise: (i) is solely for monetary damages that are fully payable by the settling or compromising Party, (ii) does not involve any admission, finding or determination of wrongdoing or violation of Applicable Law by such the other Party or another member of its Group or any Indemnitee, (including for this purpose BellRing Inc., if Post is iii) does not encumber any of the Indemnifying Party) Assets of the other Party or another member of its Group or any Indemnitee or impose a condition that would adversely affect the other Party or another member of its Group or any Indemnitee or the Indemnitee conduct of their respective businesses and (iv) and provides for a full, unconditional and irrevocable release of such the other Party and the other members of its Group (including for this purpose BellRing Inc., if Post is the Indemnifying Party) and the Indemnitee(s) all Indemnitees from all Liability in connection with the Third Third-Party Claim. Post, BellRing LLC and BellRing Inc. The Parties hereby agree that if one of them a Party presents such the other Party with a written notice containing a proposal to settle or compromise a Third Third-Party Claim for which any of Post, BellRing LLC or BellRing Inc. either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None of Post, BellRing LLC or BellRing Inc. No Party may settle or compromise any Third Third-Party Claim for which such the other Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying such other Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable payable, and are capable of being paid in full, by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by such the other Party (or another any other member of its Group (including for this purpose BellRing Inc.or any of their respective past, if Post is the Indemnifying Partypresent or future directors, officers or employees) or the Indemnitee and provides for a full, unconditional and irrevocable release of such other Party (and the each other members relevant member of its Group (including for this purpose BellRing Inc.and any of its or their relevant past, if Post is the Indemnifying Party) and the Indemnitee(spresent, or future directors, officers or employees) from all Liability in connection with the Third Third-Party Claim. PostWhether or not the Indemnifying Party will have assumed the defense of a Third-Party Claim, BellRing LLC and BellRing Inc. the Indemnitee will not admit any liability with respect to, or settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. The Parties hereby agree that if one of them a Party presents such the other Party with a written notice containing a proposal to settle or compromise a Third Third-Party Claim for which any of Post, BellRing LLC or BellRing Inc. such Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) 30 days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall will be deemed to have consented to the terms of such proposal.

No Settlement. None Neither any member of Postthe Parent Group, BellRing LLC or BellRing Inc. nor any member of the GRP&E/BCS Group, may settle or compromise any Third Third-Party Claim for which such Party a GRP&E/BCS Indemnitee or a Parent Indemnitee, respectively, is seeking or is reasonably expected to seek to be indemnified hereunder without the prior written consent of the Indemnifying PartyGRP&E/BCS SpinCo or Parent, respectively, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by such other Party any GRP&E/BCS Indemnitee or another member of its Group (including for this purpose BellRing Inc.any Parent Indemnitee, if Post is the Indemnifying Party) or the Indemnitee respectively, and provides for a full, unconditional and irrevocable release of such other Party and the other members of its Group (including for this purpose BellRing Inc.each GRP&E/BCS Indemnitee or each Parent Indemnitee, if Post is the Indemnifying Party) and the Indemnitee(s) respectively, from all Liability in connection with the Third Third-Party Claim. Post, BellRing LLC and BellRing Inc. The Parties hereby agree that if one of them a Party presents such the other Party with a written notice containing a proposal to settle or compromise a Third Third-Party Claim for which any of Post, BellRing LLC or BellRing Inc. an Indemnitee is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty (20) days or such longer period, not to exceed thirty (30) days days, as may be agreed by the Parties (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.