Common use of No Settlement Clause in Contracts

No Settlement. The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 4.5(b) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article IV shall be binding on the Indemnitees, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third-Party Claim without the written consent (which consent may not be unreasonably withheld) of the Indemnitee unless such settlement (i) completely, unconditionally and irrevocably releases such Indemnitee for all Liabilities in connection with such Third-Party Claim, (ii) provides relief consisting solely of money damages that are fully payable or borne by the Indemnifying Party and (iii) does not involve any admission, finding or determination of wrongdoing or violation of Law by such Indemnitee. The Parties hereby agree that if an Indemnifying Party presents the Indemnitee with a written notice containing a proposal to settle or compromise a Third-Party Claim for which such Indemnitee is seeking to be indemnified hereunder and such Indemnitee does not respond in any manner to such Indemnifying Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then such Indemnitee shall be deemed to have consented to the terms of such proposal.

No Settlement. The Indemnifying Party shall have the right to compromise or may not settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 4.5(b) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article IV shall be binding on the Indemnitees, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third-Party Claim without the written consent (of the Indemnified Party, which consent may not be unreasonably withheld) of the Indemnitee , unless such settlement (i) completelyor compromise is solely for monetary damages, unconditionally and irrevocably releases such Indemnitee for all Liabilities in connection with such Third-Party Claim, (ii) provides relief consisting solely of money damages that are fully payable or borne by the Indemnifying Party and (iii) does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnified Party of its election within thirty (30) days after receipt of a notice from an Indemnified Party as provided in Section 4.5(a), and the Indemnified Party conducts and controls the defense of such IndemniteeThird-Party Claim, the Indemnified Party may enter into a reasonable settlement or compromise of such Third-Party Claim without the consent of the Indemnifying Party. If the Indemnified Party takes over the defense of any Third Party-Claim pursuant to Section 4.5(b), the Indemnified Party may not settle or compromise any Third-Party Claim without the consent of the Indemnifying Party, which consent may not be unreasonably withheld or delayed. The Parties hereby agree that if an Indemnifying a Party presents the Indemnitee other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which such Indemnitee either Party is seeking to be indemnified hereunder and the Party receiving such Indemnitee proposal does not respond in any manner to such Indemnifying the Party presenting such proposal within thirty (30) 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 Indemnitee proposal shall be deemed to have consented to the terms of such proposal.

No Settlement. The Indemnifying Neither Party shall have the right to may settle or compromise or settle a any Third-Party Claim the defense of for which it shall have assumed pursuant to Section 4.5(b) and any such settlement or compromise made or caused either Party is seeking to be made of a Third-Party Claim in accordance with this Article IV shall be binding on the Indemnitees, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third-Party Claim indemnified hereunder without the prior written consent (of the other Party, which consent may not be unreasonably withheld) of the Indemnitee , unless such settlement (i) completely, unconditionally and irrevocably releases such Indemnitee or compromise is solely for all Liabilities in connection with such Third-Party Claim, (ii) provides relief consisting solely of money monetary damages that are fully payable or borne by the Indemnifying Party and (iii) 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 such Indemniteethe other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if an Indemnifying a Party presents delivers the Indemnitee with other Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which such Indemnitee either Party is seeking to be indemnified hereunder and the Party receiving such Indemnitee proposal does not respond in any manner to such Indemnifying the Party presenting such proposal within thirty a reasonable period of time following the receipt of such proposal, which such time shall be no shorter than ten (3010) 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 Indemnitee proposal shall be deemed to have consented to the terms of such proposal. (f) Tax Matters Agreement Governs. The provisions of Section 4.2 through Section 4.12 do not apply to Taxes (it being understood and agreed that Taxes and Tax matters, including the control of Tax-related proceedings, shall be governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.