Common use of No Settlement Clause in Contracts

No Settlement. No Party may settle or compromise any Third-Party Claim for which the other Party is seeking to be indemnified hereunder without the prior written consent of such other 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, and are capable of being paid in full, by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party (or any other member of its Group or any of their respective past, present or future directors, officers or employees) and provides for a full, unconditional and irrevocable release of such other Party (and each other relevant member of its Group and any of its or their relevant past, present, or future directors, officers or employees) from all Liability in connection with the Third-Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third-Party Claim, the Indemnitee will not admit any liability with respect to, or settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which such Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within 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 proposal will be deemed to have consented to the terms of such proposal.

No Settlement. No Party None of Post, BellRing LLC or BellRing Inc. may settle or compromise any Third-Third Party Claim for which the other such Party is seeking to be indemnified hereunder without the prior written consent of such other the Indemnifying 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, and are capable of being paid in full, payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the such other Party (or any other another member of its Group (including for this purpose BellRing Inc., if Post is the Indemnifying Party) or any of their respective past, present or future directors, officers or employees) the Indemnitee and provides for a full, unconditional and irrevocable release of such other Party (and each the other relevant member members of its Group (including for this purpose BellRing Inc., if Post is the Indemnifying Party) and any of its or their relevant past, present, or future directors, officers or employeesthe Indemnitee(s) from all Liability in connection with the Third-Third Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third-Party ClaimPost, the Indemnitee will not admit any liability with respect to, or settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. The Parties BellRing LLC and BellRing Inc. hereby agree that if a Party one of them presents the such other Party with a written notice containing a proposal to settle or compromise a Third-Third Party Claim for which such Party any of Post, BellRing LLC or BellRing Inc. is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within 30 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 proposal will shall be deemed to have consented to the terms of such proposal.

No Settlement. No Neither Party may settle or compromise any Third-Party Claim for which the other Party an Indemnitee is seeking to be indemnified hereunder without the prior written consent of such the other Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise compromise: (i) is solely for monetary damages that are fully payable, and are capable of being paid in full, payable by the settling or compromising Party, (ii) does not involve any admission, finding or determination of wrongdoing or violation of Applicable Law by the other Party (or any other another member of its Group or any Indemnitee, (iii) does not encumber any of the Assets of the other Party or another member of its Group or any Indemnitee or impose a condition that would adversely affect the other Party or another member of its Group or any Indemnitee or the conduct of their respective past, present or future directors, officers or employeesbusinesses and (iv) and provides for a full, unconditional and irrevocable release of such the other Party (and each the other relevant member members of its Group and any of its or their relevant past, present, or future directors, officers or employees) all Indemnitees from all Liability in connection with the Third-Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third-Party Claim, the Indemnitee will not admit any liability with respect to, or settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which such either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within 30 thirty (30) days (or within any such shorter time period that may be required by applicable Applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal will shall be deemed to have consented to the terms of such proposal.

No Settlement. No Party Neither any member of the Parent Group, nor any member of the GRP&E/BCS Group, may settle or compromise any Third-Party Claim for which the other Party a GRP&E/BCS Indemnitee or a Parent Indemnitee, respectively, is seeking or is reasonably expected to seek to be indemnified hereunder without the prior written consent of such other PartyGRP&E/BCS SpinCo or Parent, respectively, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable, and are capable of being paid in full, payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party (any GRP&E/BCS Indemnitee or any other member of its Group or any of their respective pastParent Indemnitee, present or future directorsrespectively, officers or employees) and provides for a full, unconditional and irrevocable release of such other Party (and each other relevant member of its Group and any of its GRP&E/BCS Indemnitee or their relevant pasteach Parent Indemnitee, presentrespectively, or future directors, officers or employees) from all Liability in connection with the Third-Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third-Party Claim, the Indemnitee will not admit any liability with respect to, or settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which such Party an Indemnitee is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within 30 twenty (20) days or such longer period, not to exceed thirty (30) 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 will shall be deemed to have consented to the terms of such proposal.