Compromise or Settlement Sample Clauses
The Compromise or Settlement clause establishes the terms under which parties to an agreement may resolve disputes or claims by mutual agreement, rather than through litigation or arbitration. Typically, this clause outlines the process for negotiating and documenting settlements, and may specify that any settlement reached is binding and final regarding the matters addressed. Its core practical function is to provide a structured, efficient alternative to formal dispute resolution, thereby saving time and costs while reducing uncertainty for all parties involved.
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Compromise or Settlement. A Tax Indemnified Party shall have the right to settle or compromise a contest if such Tax Indemnified Party has provided Lessee a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the Tax for which such Tax Indemnified Party is seeking indemnification hereunder, PROVIDED that, if (i) such Tax Indemnified Party fails to provide the Lessee such a reasonable opportunity to review such portion of such proposal or (ii) after such reasonable opportunity to review such proposal the Lessee in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, the Lessee shall not be obligated to indemnify such Tax Indemnified Party hereunder to the extent of the amount attributable to the Tax to which such settlement or compromise relates as to which the Lessee has reasonably withheld its consent. If such Tax Indemnified Party effects a settlement or compromise of such contest without giving notice to the Lessee or, notwithstanding that the Lessee has reasonably withheld its consent thereto, such Tax Indemnified Party shall repay to the Lessee such amounts theretofore advanced by the Lessee pursuant to clause (y)(iii) of subsection 16(g)(i) hereof as relate to such claim, to the extent the Lessee has reasonably withheld its consent to the settlement or compromise thereof.
Compromise or Settlement. Lessor shall have the right to settle or compromise a contest if Lessor has provided Lessee with a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the claim for which Lessor is seeking indemnification hereunder; provided that if (a) Lessor fails to provide Lessee such a reasonable opportunity to review such portion of such proposal, or (b) after such reasonable opportunity to review such proposal Lessee in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, then Lessee shall not be obligated to indemnify Lessor hereunder to the extent of the amount attributable to the Tax or Inclusion to which such settlement or compromise relates as to which Lessee has reasonably withheld its consent, or with respect to any other Inclusion or Tax for which a successful contest is foreclosed because of such settlement or compromise as to which Lessee has reasonably withheld its consent.
Compromise or Settlement. The indemnitor shall not consent to the terms of any compromise or settlement of any third-party Claim defended by the indemnitor in accordance herewith (other than terms related solely to the payment of money damages and only after the indemnitor has furnished the Indemnified Person with such evidence as the Indemnified Person may reasonably request of the indemnitor’s ability (financial and otherwise) to pay promptly the amount of such money damages at such times as provided in the compromise or settlement and so long as any such settlement does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person) without the prior written consent of the Indemnified Person.
Compromise or Settlement. Seller may, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment with respect to the Section 26 Litigation, the Insurance Litigation or any other action commenced against it in respect of which indemnification is sought under this Section 26, if such settlement, compromise or consent (i) includes an unconditional release of Purchaser and its Affiliates and Subsidiaries (including the Companies) from all liability arising out of such action, (ii) includes no express or implied statement as to or any admission of fault, culpability or a failure to act by or on behalf of Purchaser, its Affiliates, or its Subsidiaries, and (iii) provides for relief solely in the form of a liquidated monetary payment (which in the case of the Section 26 Litigation shall be paid fully by Seller). Seller may not, without the prior written consent of Purchaser (which may be withheld for any reason), settle or compromise or consent to the entry of any judgment with respect to the Section 26 Litigation or the Insurance Litigation, any other action, which provides for remedies other than the payment of a liquidated monetary sum, including, without limitation, any injunctive or declaratory relief, consent decree, assurance of voluntary compliance and/or any other directive, order or agreement issued by or entered with any other person or governmental authority.
Compromise or Settlement. If legal proceedings are instituted hereunder, and a compromise or settlement thereof is made, it shall not be constituted as a waiver of any subsequent breach of any covenant, condition or agreement herein contained.
Compromise or Settlement. In the event that a Proceeding is compromised or settled so as to impose any liability or obligation on a Director or officer or upon the Corporation, no indemnification shall be provided as to said Director or officer with respect to such Proceeding if such Director or officer shall have been adjudicated not to have acted in good faith in reasonable belief that his or her action was in the best interests of the Corporation.