Common use of Compromise or Settlement Clause in Contracts

Compromise or Settlement. A Tax Indemnitee shall have the right to settle or compromise a contest if such Tax Indemnitee has provided Tax Indemnifying Party with a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the claim for which such Tax Indemnitee is seeking indemnification hereunder; provided that if (a) such Tax Indemnitee fails to provide such Tax Indemnifying Party such a reasonable opportunity to review such portion of such proposal, or (b) after such reasonable opportunity to review such proposal such Tax Indemnifying Party in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, then Tax Indemnifying Party shall not be obligated to indemnify such Tax Indemnitee hereunder to the extent of the amount attributable to the Tax or Inclusion Event to which such settlement or compromise relates as to which such Tax Indemnifying Party has reasonably withheld its consent, or with respect to any other Tax or Inclusion Event for which a successful contest is foreclosed because of such settlement or compromise as to which such Tax Indemnifying Party has reasonably withheld its consent.

Compromise or Settlement. A Tax Indemnitee Indemnified Party shall have the right to settle or compromise a contest if such Tax Indemnitee Indemnified Party has provided Tax Indemnifying Party with Lessee a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the claim Tax for which such Tax Indemnitee Indemnified Party is seeking indemnification hereunder; provided that , PROVIDED that, if (ai) such Tax Indemnitee Indemnified Party fails to provide such Tax Indemnifying Party the Lessee such a reasonable opportunity to review such portion of such proposal, proposal or (bii) after such reasonable opportunity to review such proposal such Tax Indemnifying Party the Lessee in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, then Tax Indemnifying Party the Lessee shall not be obligated to indemnify such Tax Indemnitee Indemnified Party hereunder to the extent of the amount attributable to the Tax or Inclusion Event to which such settlement or compromise relates as to which such Tax Indemnifying Party the Lessee has reasonably withheld its consent, or with respect to any other . If such Tax or Inclusion Event for which Indemnified Party effects a successful contest is foreclosed because of such settlement or compromise as of such contest without giving notice to which such Tax Indemnifying Party the Lessee or, notwithstanding that the Lessee has reasonably withheld its consentconsent 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. A Tax Indemnitee Party shall have the right to settle or compromise a contest if such Tax Indemnitee Party has provided Tax Indemnifying Party with a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the claim for which such Tax Indemnitee Party is seeking indemnification hereunder; provided that if (a) such Tax Indemnitee Party fails to provide such Tax Indemnifying Party such a reasonable opportunity to review such portion of such proposal, or (b) after such reasonable opportunity to review such proposal such Tax Indemnifying Party in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, then Tax Indemnifying Party shall not be obligated to indemnify such Tax Indemnitee Party hereunder to the extent of the amount attributable to the Tax or Inclusion Event to which such settlement or compromise relates as to which such Tax Indemnifying Party has reasonably withheld its consent, or with respect to any other Tax or Inclusion Event for which a successful contest is foreclosed because of such settlement or compromise as to which such Tax Indemnifying Party has reasonably withheld its consent.

Compromise or Settlement. A Tax Indemnitee Participant shall have the right to settle or compromise a contest if such Tax Indemnitee Participant has provided Tax Indemnifying Party Participant with a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the claim for which such Tax Indemnitee Participant is seeking indemnification hereunder; provided that if (a) such Tax Indemnitee Participant fails to provide such Tax Indemnifying Party Participant such a reasonable opportunity to review such portion of such proposal, or (b) after such reasonable opportunity to review such proposal such Tax Indemnifying Party Participant in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, then Tax Indemnifying Party Participant shall not be obligated to indemnify such Tax Indemnitee Participant hereunder to the extent of the amount attributable to the Tax or Inclusion Event to which such settlement or compromise relates as to which such Tax Indemnifying Party Participant has reasonably withheld its consent, or with respect to any other Tax or Inclusion Event for which a successful contest is foreclosed because of such settlement or compromise as to which such Tax Indemnifying Party Participant has reasonably withheld its consent.

Compromise or Settlement. A Tax Indemnitee Indemnified Party shall have the right to settle or compromise a contest if such Tax Indemnitee Indemnified Party has provided Tax Indemnifying Party with Lessee a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the claim Tax for which such Tax Indemnitee Indemnified Party is seeking indemnification hereunder; , provided that that, if (ai) such Tax Indemnitee Indemnified Party fails to provide such Tax Indemnifying Party the Lessee such a reasonable opportunity to review such portion of such proposal, proposal or (bii) after such reasonable opportunity to review such proposal such Tax Indemnifying Party the Lessee in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, then Tax Indemnifying Party the Lessee shall not be obligated to indemnify such Tax Indemnitee Indemnified Party hereunder to the extent of the amount attributable to the Tax or Inclusion Event to which such settlement or compromise relates as to which such Tax Indemnifying Party the Lessee has reasonably withheld its consent, or with respect to any other . If such Tax or Inclusion Event for which Indemnified Party effects a successful contest is foreclosed because of such settlement or compromise as of such contest without giving notice to which such Tax Indemnifying Party the Lessee or, notwithstanding that the Lessee has reasonably withheld its consentconsent 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.