Common use of Limitations on Indemnifying Party Clause in Contracts

Limitations on Indemnifying Party. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Party from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and has no effect on any other claims that may be made against the Indemnified Party.

Limitations on Indemnifying Party. The Neither the Indemnifying Party nor the Indemnified Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the any Third Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayedother, unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Transferee Indemnified Party Persons or Transferor Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the Third Party Claim Claim, and (iii) involves no finding or admission of any violation of Legal Requirements Applicable Law or the rights of any Person and has no effect on any other claims that may be made against the Indemnified Party.

Limitations on Indemnifying Party. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Indemnitee (which consent will not to be unreasonably withheld, conditioned withheld or delayed, ) unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, claimant (ii) results in the full and general release of the Indemnified Party Genzyme Indemnitee or EXACT Indemnitee, as applicable, from all liabilities arising or relating to, or in connection with, the Third Party Claim and Claim, (iii) involves no finding or admission of any violation of Legal Requirements in connection with any criminal or regulatory enforcement Action, or the rights of any Person Person, and has no effect on any other claims that may be made against the Indemnified PartyIndemnitee and (iv) involves no issue with respect to taxes.