Settlement of Indemnified Claims. In connection with any Indemnified Claim for which an Indemnified Person is assuming the defense in accordance with this Article VIII, the Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). If any settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Indemnified Claims, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying Party hereunder in accordance with, and subject to the limitations of, this Article VIII. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld, conditioned or delayed in the Indemnified Person’s sole discretion), effect any settlement of any pending or threatened Indemnified Claims in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
Settlement of Indemnified Claims. The indemnifying Party under Sections 13.2 or 13.3, as applicable, shall have the sole authority to settle any indemnified Claim without the consent of the other Party; provided, however, that an indemnifying Party shall not, without the written consent of the other Party, as part of any settlement or compromise (a) admit to liability on the part of the other Party; (b) agree to an injunction against the other Party; or (c) settle any matter in a manner that separately apportions fault to the other Party. The Parties further agree that as part of the settlement of any indemnified Claim, an indemnifying Party shall obtain a full, complete and unconditional release from the claimant on behalf of the indemnified Parties.
Settlement of Indemnified Claims. The Indemnifying Party under Sections 9.2 or 9.3, as applicable, shall have the sole authority to settle any Indemnified Claim without the consent of the other Party; provided, however, that an Indemnifying Party shall not, without the written consent of the other Party, as part of any settlement or compromise (i) admit to liability on the part of the other Party; (ii) agree to an injunction against the other Party; or (ii) settle any matter in a manner that separately apportions fault to the other Party. The Parties further agree that as part of the settlement of any Indemnified Claim, an Indemnifying Party shall obtain a full, complete and unconditional release from the claimant on behalf of the Indemnified Parties. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. EXECUTION COPY
Settlement of Indemnified Claims. 33 Section 8.4 Contribution ...............................................................................................33 Section 8.5 Treatment of Indemnification Payments ....................................................33 Section 8.6 No Survival ................................................................................................34
Settlement of Indemnified Claims. 28 Section 8.4 Limitation on Indemnification .................................................................. 29 Section 8.5
Settlement of Indemnified Claims. Settlement of claims involving payment for past infringement shall not be made without the consent of, and equitable contribution by, each indemnifying contractor involved, unless such settlement is determined to be in the best interests of the Government and is coordinated with the Department of Justice with a view to preserving any rights of the Government against the contractors involved. If consent of and equitable contribution by the contractors are obtained, the settlement need not be coordinated with the Department of Justice. 227.7009 Patent releases, license agreements, and assignments. This section contains clauses for use in patent release and settlement agreements, license agreements, and assignments, executed by the Government, under which the Government acquires rights. Minor modifications of language (e.g., pluralization of “Secretary” or “Contracting Officer”) in multidepartmental agreements may be made if necessary.
Settlement of Indemnified Claims. 48 Section 8.4 Contribution...................................................................................49
Settlement of Indemnified Claims. The Indemnifying Party under Section 12.1.1 or 12.1.2, as applicable (the “Indemnifying Party”), shall have the sole authority to settle any claim against the other Party (the “Indemnified Party”) pursuant to Sections 12.1.1 or 12.1.2 (the “Indemnified Claim”) without the consent of the other Party, provided, however, that an Indemnifying Party shall not, without the written consent of the other Party, as part of any settlement or compromise (i) admit to liability on the part of the other Party; (ii) agree to an injunction against the other Party; or (iii) settle any matter in a manner that separately apportions fault to the other Party.
Settlement of Indemnified Claims. (a) If settled without its consent, which shall not be unreasonably withheld, SMTEK shall not be liable for any settlement of any action brought or claim made against an Indemnified Party, in respect of which indemnity may be sought against SMTEK, but if settled with the consent of SMTEK or without its consent when unreasonably withheld, or if there shall be a final judgment, order or decree for the plaintiff in any such action, SMTEK agrees to indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement, judgment, order or decree.
Settlement of Indemnified Claims. 35 Section 8.4 Contribution. ..............................................................................................35 Section 8.5 Treatment of Indemnification Payments. ...................................................36 ARTICLE IX TERMINATION .....................................................................................................36
