Settlement of Proceedings. (a) The Indemnitee agrees that it will not settle, compromise or consent to the entry of any judgment as to the Indemnitee in any pending or threatened Proceeding (whether or not the Indemnitee is an actual or potential party to such Proceeding) in which Indemnitee has sought indemnification hereunder without the Company’s prior written consent, which consent will not be unreasonably withheld, unless such settlement, compromise or consent respecting such Proceeding includes an unconditional release of the Company and does not (i) require or impose any injunctive or other non-monetary remedy on the Company or its affiliates, (ii) require or impose an admission or consent as to any wrongdoing by the Company or its affiliates, or (iii) otherwise result in a direct or indirect payment by or monetary cost to the Company or its affiliates.
Settlement of Proceedings. In the case of a Proceeding by Indemnitee to establish or enforce a right of Indemnitee under this Agreement, the Corporation shall have the right at any time during such Proceeding to make the determination that it is in the best interests of the Corporation to settle the Proceeding, and to pay all or part of the indemnity sought as a part of such settlement.
Settlement of Proceedings. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Proceeding effected without the Company’s prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any costs on Indemnitee without Indemnitee’s prior written consent.
Settlement of Proceedings i. The Corporation shall not settle, compromise or consent to the entry of any judgment as to Indemnitee in any Proceeding (in whole or in part) without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, unless such settlement, compromise or consent includes an unconditional release of Indemnitee and does not (A) require or impose any injunctive or other non-monetary remedy on Indemnitee, (B) require or impose an admission or consent as to any wrongdoing by Indemnitee or (C) otherwise result in a direct or indirect payment by or monetary cost to Indemnitee personally (as opposed to a payment to be made or cost to be paid by the Corporation on Indemnitee’s behalf).
Settlement of Proceedings. So long as the Corporation is diligently conducting the defense of any proceeding with respect to which it is obligated to advance expenses pursuant to Section 3.1, (i) Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the proceeding without the prior written consent of the Corporation, and (ii) the Corporation will not consent to the entry of any judgment or enter into any settlement with respect to the proceeding which would impose any penalty, financial obligation or limitation on Indemnitee (other than a monetary payment for which Indemnitee is fully indemnified) without the prior written consent of Indemnitee. Neither party shall unreasonably withhold its, his or her consent to any proposed judgment or settlement.
Settlement of Proceedings. (a) The Indemnitee agrees that it will not settle, compromise or consent to the entry of any judgment or judicial award as to the Indemnitee in any pending or threatened Proceeding (whether or not the Indemnitee is an actual or potential party to such Proceeding) in which Indemnitee has sought indemnification hereunder without the Company’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, that such Company consent shall not be required if (i) the Company was given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding and (ii) such settlement, compromise or consent respecting such Proceeding includes an unconditional release of the Indemnitee and does not (A) require or impose any injunctive or other non-monetary remedy on the Company or its affiliates, (B) require or impose an admission or consent as to any wrongdoing by the Company or its affiliates or (C) otherwise result in a direct or indirect payment by or monetary cost to the Company or its affiliates.
Settlement of Proceedings. Compromise, settle or abandon any ------------------------- claim, action, proceeding or debt due to, owned by or asserted against the Partnership, in each case, in an amount equal to $1,000,000 or more; and
Settlement of Proceedings. IHM shall not, without the prior written consent of Indemnitee, settle, or consent to the settlement of, any claim or Proceeding to which the Indemnitee is or would reasonably be expected to be a party unless such settlement (i) includes a release of the Indemnitee from liability on all claims that are brought in such Proceeding or could be brought based on such claims, (ii) requires no admission of wrongdoing by Indemnitee or related to Indemnitee, (iii) allows for an affirmative denial of wrongdoing or liability by Indemnitee and (iv) would impose no Losses on Indemnitee. IHM shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Proceeding effected by Indemnitee without IHM’s prior written consent, which shall not be unreasonably withheld.
Settlement of Proceedings. Landlord shall not make any settlement with the condemning authority in any Condemnation Proceedings nor convey or agree to convey the whole or any portion of the Rangers Complex to such authority in lieu of condemnation without first obtaining the written consent of Tenant and any Leasehold Mortgagee.
Settlement of Proceedings. The Indemnifying Party will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not the Purchaser is an actual or potential party to such Proceeding, without the Purchaser’s prior written consent (which consent may be withheld or conditioned at the Purchaser's sole discretion), unless such settlement (i) includes a full, unconditional and irrevocable release of the Purchaser from all liability in any way related to or arising out of such Proceeding, and (ii) does not include an admission of fault, culpability or a failure to act by or with respect to the Purchaser or an adverse statement regarding the reputation of the Purchaser or any action taken or omitted to be taken by or on behalf of the Purchaser. Section 3.03 .
