Consent to Settlement. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.
Consent to Settlement. The Insurer will not admit liability for or settle any claim in respect of which the Insurer is liable to indemnify any Insured without the prior consent of the Practitioner. If the Insurer wishes a claim to be settled but the Practitioner refuses consent, the Insurer will brief Queen's Counsel or Senior Counsel (to be mutually agreed or, in default of agreement, to be selected by the Chairman of the Victorian Bar Council) to advise on whether or not the claim against the Insured has reasonable prospects of success. If counsel's advice is that the claim has reasonable prospects of success, the Insurer shall be at liberty to take such steps as are mutually agreed to settle the claim on terms to be mutually agreed or, in default of agreement, such steps and such terms as counsel advises having due regard to the interests of both the Insured and the Insurer (and the Insured will be deemed to have consented to the Insurer taking such steps on behalf of the Insured) . Counsel's fee will in each case be payable by the party against whose contention counsel advised.
Consent to Settlement. ACT's approval to the settlement referred to in clause 11.9 must no be unreasonably withheld.
Consent to Settlement. Notwithstanding anything herein contained, neither the Indemnifying Party nor the Indemnified Party will agree to any settlement of any claim, action, suit, proceeding, inquiry or investigation in respect of which indemnification is or might reasonably be considered to be provided for herein, unless the Indemnifying Party or the Indemnified Party, as applicable, has consented in writing thereto, and the Indemnifying Party or the Indemnified Party, as applicable, will not be liable for any settlement of any such claim, action, suit, proceeding, inquiry or investigation unless it has consented in writing thereto.
Consent to Settlement. When Operator is required to indemnify, defend, and hold harmless City Indemnitees with respect to a Claim under this Section 6.2, City shall not unreasonably withhold, condition, or delay its consent to any settlement thereof proposed by Operator under which City Indemnitees would not be required to pay any money or undertake any liability. When City is required to indemnify, defend, and hold harmless Operator with respect to a Claim under this Section 6.2, Operator shall not unreasonably withhold, condition, or delay its consent to arty settlement thereof proposed by City under which Operator would not be required to pay any money or undertake any liability.
Consent to Settlement. The Indemnifier shall not settle any claim or action without the prior written consent of the Indemnitee.
Consent to Settlement. Neither party shall enter into any settlement or compromise of any action or proceeding under this Article 5 which would in any manner alter, diminish, or be in derogation of the other party’s rights under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.
Consent to Settlement. A Contributing Party and the Joint Venture shall not agree to settle any Tax Liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the Liability for Taxes hereunder (or right to Tax benefit) of the other party, without such other party’s consent, which consent shall not be unreasonably withheld or delayed.
Consent to Settlement. In the event of any settlement, compromise, discharge or other resolution associated with the Adobe Litigation that would result in Adobe Damages, the Company shall obtain Seller’s prior written consent to any such settlement, compromise, discharge or other resolution without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed.
Consent to Settlement. No Tax Indemnified Party shall agree to settle or compromise any Tax Claim, which settlement or compromise may affect the liability for Tax Losses related to the Tax Indemnified Taxes without the consent of the Tax Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Tax Indemnifying Party shall not agree to settle or compromise any Tax Claim, which settlement or compromise requires or includes any admission of liability by any Tax Indemnified Party or subjects any Tax Indemnified Party to any liability for Tax Losses not covered by the indemnification provided in Section 5.8 hereof without the consent of the Tax Indemnified Party, which consent shall not be unreasonably withheld or delayed.
