No Settlements. Such Seller will not, without the prior written consent of Buyer (such consent not to be unreasonably withheld), (i) settle or agree to settle any claim, suit, action or other proceeding relating to the Products or the Transferred Assets brought against it by any Governmental Entity; provided, however, this Section 7.1(c) shall not apply with respect to the Order or (ii) initiate or agree to initiate any claim, suit, action or other proceeding relating to the Products or the Transferred Assets except to protect the Products or the Transferred Assets.
No Settlements. Subject to the provisions of the Interparty Agreement and the other Completion Documents, until Completion Guarantor shall, in writing, be irrevocably, fully and forever released and discharged from all of its obligations, liabilities, and debts under the Completion Documents, no insurance claim in respect of any insurance coverage obtained pursuant hereto shall be settled, other than claims of a minor nature (i.e., claims for one thousand dollars or less), unless Completion Guarantor shall give its specific written approval to such settlement in each instance. If there is a dispute between the insurer and Producer concerning Producer's recovery under the coverage provided by any such insurance coverage, then the following provisions shall apply:
8.5.1 If either (a) Abandonment is threatened, or (b) the outcome of the dispute may (as determined by Completion Guarantor in its good-faith business judgment) increase the likelihood that Completion Guarantor will need to advance Completion Sums or Takeover (but Completion Guarantor has not already had to advance Completion Sums or Takeover), then Producer shall (i) discuss the reimbursement dispute with Completion Guarantor and otherwise comply with the explanation and meeting provisions set forth herein, (ii) give to Completion Guarantor copies of all proposed correspondence with the insurer for Completion Guarantor's timely comment or approval before giving the same to the insurer, and (iii) give full consideration to the views and proposals of Completion Guarantor to determine what steps need to be taken to resolve such dispute; and
8.5.2 If Completion Guarantor determines that Producer is putting Completion Guarantor at risk of having to advance Completion Sums or Takeover, or Completion Guarantor has already had to advance Completion Sums or Takeover, then Completion Guarantor shall have the right to solely and exclusively control all interaction with the insurer.
No Settlements. Neither the Company nor any Subsidiary or Affiliate of the Company shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, penalty, limitation or any Other Liability or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without the written consent of Indemnitee, which consent to such proposed settlement shall not be unreasonably withheld or delayed.
No Settlements. Company shall not, and shall not permit any of its Subsidiaries to, settle any litigation (whether or not commenced prior to the date of this Agreement), other than settlements or compromises of litigation where the amount paid does not exceed $50,000 for any litigation matter or group of related matters (and provided that any such settlement or compromise does not involve any non-monetary obligations on the part of Company or any of its Subsidiaries).
No Settlements. Effect any settlement or compromise of any pending or threatened proceeding in respect of which CCA is or could have been a party, unless such settlement (i) includes an unconditional written release of CCA, in form and substance reasonably satisfactory to CCA, from all liability on claims that are the subject matter of such proceeding, (ii) does not include any statement as to any admission of fault, culpability or failure to act by or on behalf of CCA and (iii) is less than $100,000;
No Settlements. Neither Verigy US nor any Subsidiary or Affiliate of Verigy US shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, penalty, limitation or any Other Liability or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without the written consent of Indemnitee, which consent to such proposed settlement shall not be unreasonably withheld or delayed.
No Settlements. The Company is not party to a settlement agreement with a current or former officer, director, employee or independent contractor of the Company resolving allegations of sexual harassment, discrimination or other misconduct by either (i) an officer, director or executive of the Company or (ii) an employee of the Company. There are no, and there has not been any, action, suit, claim, investigation or other legal proceeding pending or, to Beyond6’s Knowledge, threatened, against the Company, in each case, involving allegations of sexual harassment, discrimination or other misconduct by an employee of the Company.
No Settlements. Seller covenants and agrees that throughout the period prior, up to and including the Closing Date, it shall not enter into any material compromise or settlement of any litigation, proceeding or governmental investigation relating to the Business or the Assets, unless Seller shall have first consulted with Purchaser regarding such compromise or settlement.
No Settlements. The Company shall not, and shall not permit any of its Subsidiaries to, (i) expressly waive, release or relinquish any material claims or rights, other than in the ordinary course of business, or (ii) settle or compromise any litigation, arbitration, suit, claim, action or proceeding other than any in which the Company or a Subsidiary is solely a plaintiff, except, in the case of clause (ii), (A) the payment, discharge, satisfaction, settlement or compromise of liabilities or obligations under insurance policies issued by Company Insurance Entities, or to the extent provided for in appropriately identified reserves set forth in the Company SEC Documents, and (B) the payment, discharge, satisfaction, settlement or compromise of liabilities or obligations in an amount not to exceed $30,000,000 for each individual payment, discharge, satisfaction, settlement or compromise (provided, in the case of (A) and (B), that any such discharge, satisfaction, settlement or compromise does not involve any material non-monetary obligation on the part of the Company or any of its Subsidiaries).
No Settlements. Except to enforce any rights pursuant to this Agreement, none of the Company or any of its Subsidiaries will (i) settle or agree to settle any litigation, action, dispute, arbitration, claim or proceeding, other than items 2, 3 and 5 of Section 3.8 of the Company Disclosure Schedule, or (ii) institute or initiate any material litigation, action, dispute, arbitration, claim or proceeding.
