Common use of Consent to Settlements Clause in Contracts

Consent to Settlements. (a) Subject to Sections 6.03(b) and (c), neither Party shall agree to any Tax liability or compromise any Tax claim in a Joint Contest for the account of any member of the other Group without the consent of such other Party, which consent shall not be withheld unreasonably. Decisions regarding settlement of a Joint Contest shall be made jointly by the Parties and their respective representatives. (b) If GenCorp refuses to accept a settlement proposal in a Joint Contest that OMNOVA wishes to accept, then the contest shall continue, and (i) OMNOVA's liability to GenCorp with respect to such adjustment shall be determined as if the settlement proposal had been accepted; (ii) GenCorp shall indemnify OMNOVA from and against any Taxes resulting from an outcome of the contest less favorable than the settlement and any other costs resulting from the continuation of the contest, and (iii) GenCorp shall be entitled to all benefits resulting from any outcome of the contest that is more favorable than the settlement (less any costs to OMNOVA, against which GenCorp shall indemnify OMNOVA). (c) If OMNOVA refuses to accept a settlement proposal in a Joint Contest that GenCorp wishes to accept, then the contest shall continue and (i) GenCorp's liability to OMNOVA with respect to such adjustment shall be determined as if the settlement proposal had been accepted, (ii) OMNOVA shall indemnify GenCorp from and against any Taxes resulting from an outcome of the contest less favorable than the settlement and any other costs resulting from the continuation of the contest, and (iii) OMNOVA shall be entitled to all benefits resulting from any outcome of the contest that is more favorable than the settlement (less any costs to GenCorp, against which OMNOVA shall indemnify GenCorp).

Consent to Settlements. (a) Subject to Sections 6.03(b) and (c), ) neither Party shall agree to any Tax liability or compromise any Tax claim in a Joint Contest for the account of any member of the other Group without the consent of such other Party, which consent shall not be withheld unreasonably. Decisions regarding settlement of a Joint Contest shall be made jointly by the Parties and their respective representatives. (b) If GenCorp refuses to accept a settlement proposal in a Joint Contest that OMNOVA wishes to accept, then the contest shall continue, and (i) OMNOVA's liability to GenCorp with respect to such adjustment shall be determined as if the settlement proposal had been accepted; (ii) GenCorp shall indemnify OMNOVA from and against any Taxes resulting from an outcome of the contest less favorable than the settlement and any other costs resulting from the continuation of the contest, and (iii) GenCorp shall be entitled to all benefits resulting from any outcome of the contest that is more favorable than the settlement (less any costs to OMNOVA, against which GenCorp shall indemnify OMNOVA). (c) If OMNOVA refuses to accept a settlement proposal in a Joint Contest that GenCorp wishes to accept, then the contest shall continue and (i) GenCorp's liability to OMNOVA with respect to such adjustment shall be determined as if the settlement proposal had been accepted, (ii) OMNOVA shall indemnify GenCorp from and against any Taxes resulting from an outcome of the contest less favorable than the settlement and any other costs resulting from the continuation of the contest, and (iii) OMNOVA shall be entitled to all benefits resulting from any outcome of the contest that is more favorable than the settlement (less any costs to GenCorp, against which OMNOVA shall indemnify GenCorp).