Common use of No Settlement Clause in Contracts

No Settlement. None of the Parties may settle or compromise any Third-Party Claim for which any Party is seeking to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties or are or are seeking to be Indemnitees, as applicable, in respect of such Third-Party Claim, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; does not involve any admission, finding or determination of wrongdoing or violation of Law by any such other Party; and provides for a full, unconditional and irrevocable release of any such other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers to another Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which such receiving Party is an Indemnifying Party or is or is seeking to be an Indemnitee in respect of such Third-Party Claim, and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty (20) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None Neither any member of the Parties Parent Group, nor any member of the SpinCo Group, may settle or compromise any Third-Party Claim for which any Party a SpinCo Indemnitee or a Parent Indemnitee, respectively, is seeking or is reasonably expected to seek to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties SpinCo or are or are seeking to be IndemniteesParent, as applicable, in respect of such Third-Party Claimrespectively, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; , does not involve any admission, finding or determination of wrongdoing or violation of Law by any such other Party; and SpinCo Indemnitee or any Parent Indemnitee, respectively, provides for a full, unconditional and irrevocable release of any such other Party each SpinCo Indemnitee or each Parent Indemnitee, respectively, from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers to another the other Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which such receiving Party is an Indemnifying Party or is or Indemnitee is seeking to be an Indemnitee in respect of such Third-Party Claim, indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty (20) 10 business days or such longer period, not to exceed 20 days, as may be agreed by the Parties, (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None Except with respect to the Indemnitee if the Indemnifying Party has failed to assume the defense of the Parties Third Party Claim in accordance with the terms of this Agreement, no Party (or any Subsidiary thereof) may settle or compromise any Third-Third Party Claim for which any Party Indemnitee is seeking to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties or are or are seeking to be Indemnitees, as applicable, in respect of such Thirdnon-Party ClaimAffiliate Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; damages, does not involve any admission, finding or determination of wrongdoing or violation of Law by any such other Party; non-Affiliate Party and provides for a full, unconditional and irrevocable release of any such each other non-Affiliate Party from all Liability in connection with the Third-Third Party Claim. The Parties hereby agree that if an Indemnitee presents the other non-Affiliate Party with a Party delivers to another Party a written notice Notice containing a proposal to settle or compromise a Third-Third Party Claim for which such receiving Party is an Indemnifying Party or is or any Indemnitee is seeking to be an Indemnitee in respect of such Third-Party Claim, indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party or other Indemnitee presenting such proposal within twenty thirty (2030) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None of the Parties No Party may settle or compromise any Third-Party Claim for which any Party is seeking to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties or are or are seeking to be Indemnitees, as applicable, in respect of such Third-Party ClaimParty, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; , does not involve any admission, finding or determination of wrongdoing or violation of Law by any such the other Party; Party or another member of its Group or the Indemnitee and provides for a full, unconditional and irrevocable release of any such the other Party and any applicable members of its Group or the Indemnitee from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers to another presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which such receiving any Party is an Indemnifying Party or is or is seeking to be an Indemnitee in respect of such Third-Party Claim, indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty thirty (2030) days Business Days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal; provided that the Party presenting such proposal shall confirm that it intends to settle or compromise the applicable Third-Party Claim in a second notice sent at least five (5) Business Days (or within any such shorter time period that may be required by applicable Law or court order) prior to the expiration of such thirty (30) Business Day period.

No Settlement. None of the Parties Neither Party may settle or compromise any Third-Party Claim for which any either Party is seeking to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties or are or are seeking to be Indemnitees, as applicable, in respect of such Third-Party ClaimParty, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; , does not include any injunctive or equitable relief, does not involve any admission, finding or determination of wrongdoing or violation of Law by any such the other Party; Party and provides for a full, unconditional and irrevocable release of any such the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers to another the other Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which such receiving either Party is an Indemnifying Party or is or is seeking to be an Indemnitee in respect of such Third-Party Claim, indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty a reasonable period of time following the receipt of such proposal, which such time shall be no shorter than ten (2010) business days (or within any if a shorter period to respond to such shorter time period that may be proposal is required by applicable Law or court order) of receipt of order from a Governmental Authority, mediator or arbitrator, such proposalshorter period), then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None of the Parties Neither Party may settle or compromise any Third-Party Claim for which any either Party is seeking to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties or are or are seeking to be Indemnitees, as applicable, in respect of such Third-Party ClaimParty, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; , does not involve any admission, finding or determination of wrongdoing or violation of Law by any such the other Party; Party and provides for a full, unconditional and irrevocable release of any such the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers to another the other Party (i) a written notice containing a proposal to settle or compromise a Third-Party Claim for which such receiving either Party is an Indemnifying Party or is or is seeking to be an Indemnitee in respect indemnified hereunder (which notice clearly states that the Party receiving such notice must respond to the notice within ten (10) Business Days or within any such shorter time period that may be required by applicable Law or court order (the “Settlement Response Period”)) and (ii) a second written notice at least two (2) Business Days prior to the end of such Third-Party Claimthe Settlement Response Period, and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty (20) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposalthe Settlement Response Period, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None Neither any member of the Parties Parent Group, nor any member of the SpinCo Group, may settle or compromise any Third-Party Claim for which any Party a SpinCo Indemnitee or a Parent Indemnitee, respectively, is seeking or is reasonably expected to seek to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties SpinCo or are or are seeking to be IndemniteesParent, as applicable, in respect of such Third-Party Claimrespectively, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; , does not involve any admission, finding or determination of wrongdoing or violation of Law by any such other Party; and SpinCo Indemnitee or any Parent Indemnitee, respectively, provides for a full, unconditional and irrevocable release of any such other Party each SpinCo Indemnitee or each Parent Indemnitee, respectively, from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers to another the other Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which such receiving Party is an Indemnifying Party or is or Indemnitee is seeking to be an Indemnitee in respect of such Third-Party Claim, indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within ten (10) business days or such longer period, not to exceed twenty (20) days days, as may be agreed by the Parties, (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. None of the Parties Neither Party may settle or compromise any Third-Party Claim for which any either Party is seeking may seek to be indemnified hereunder without the prior written consent of the other Parties who are Indemnifying Parties or are or are seeking to be Indemnitees, as applicable, in respect of such Third-Party ClaimParty, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party; , does not involve any admission, finding or determination of wrongdoing or violation of Law by any such the other Party; Party and provides for a full, unconditional and irrevocable release of any such the other Party from all Liability in connection with the Third-Party Claim; provided that, notwithstanding the foregoing, neither SpinCo nor any of its Affiliates may settle or compromise any Third-Party Claim that is related to the matters described in Item 3 of Schedule 2.3(a)(vii) for which indemnification is being sought by a Parent Indemnitee without the prior written consent of Parent. The Parties hereby agree that if a Party delivers to another the other Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which such receiving either Party is an Indemnifying Party or is or is seeking to be an Indemnitee in respect of such Third-Party Claim, indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within twenty thirty (2030) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.