Compromise Or Settlement by Indemnitor Sample Clauses

Compromise Or Settlement by Indemnitor. No Third-Party -------------------------------------- Claim shall be compromised or settled by the Indemnitor without the written consent of the applicable Indemnitee except where: (1) such compromise or settlement involves all Third-Party Claims for which the Indemnitor is liable to the Indemnitee under this section; (2) as a condition of such compromise or settlement, the claimant or plaintiff unconditionally releases the Indemnitee from any liability for all Third-Party Claims; (3) such compromise or settlement will not have any material, non-monetary affect on the Indemnitee, other than as a result of money damages or payment of monies, none of which shall be paid by the Indemnitee; and (4) the Indemnitee is totally indemnified, directly or indirectly, by the Indemnitor for any money damages or payment of monies.