Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except to the extent such which consent shall not be unreasonably withheld, conditioned or delayed. Such settlement does shall include a full release of all applicable Indemnified Parties and shall not provide for liability include any non-monetary recovery or the creation of a financial or other obligation on the part of relief, including, without limitation, equitable relief (unless approved by the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party ClaimParty). If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, except to the extent conditioned or delayed), unless such settlement (i) does not provide for liability or any relief other than the creation payment of a financial or other obligation on the part of the Indemnified Party and providesmonetary damages, in customary form, (ii) provides for the complete and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Third-Party Claim, (iii) does not result in a finding or admission of any violation of Law, breach of contract or similar acknowledgement, and (iv) the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement concurrently with the effectiveness of such settlement. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.05(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to the extent such settlement does not provide for settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.05(a) (including, without limitation, where the Indemnified Party is defending pursuant to Section 8.05(a)), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a10.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 910.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed, except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of as provided in this Section 8.5(b). If the Indemnified Party fails to consent to such firm offer and providesalso fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of Parent of the Indemnified PartyStockholders’ Representative, as applicable, except as provided in this Section 10.5(b); provided that if a firm offer is made to the extent such settlement does not provide for settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim, the Indemnifying Party shall have the right to settle such Third Party Claim in its reasonable discretion. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a10.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to the extent such settlement does not provide for settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim, the Indemnifying Party may accept such settlement without any consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a9.5 (a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed), except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a9.5 (a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article ARTICLE 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, except to the extent conditioned, or delayed), unless such settlement provides solely for monetary damages or other monetary payments that will be made by the Indemnifying Party and does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party ClaimParty. If Notwithstanding any other provision of this Agreement, the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to enter into settlement of any settlement Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not may be unreasonably withheld or delayed), and no such settlement shall be determinative of in the Indemnifying Party’s obligations under this Article 9sole discretion).

Settlement of Third Party Claims. Notwithstanding any other provision the foregoing provisions of this AgreementSection 7.4, the (i) no Indemnifying Party shall not enter into settlement of be entitled to settle any Third Third-Party Claim without the Indemnified Party's prior written consent unless the Third-Party Claim is solely a claim for money damages and as part of such settlement the Indemnified Party is released in writing from all liability with respect to such Third-Party Claim and the terms of such settlement do not impose any obligations or restrictions on the Indemnified Party, except and (ii) no Indemnified Party shall be entitled to settle any Third-Party Claim without the extent Indemnifying Party's prior written consent unless as part of such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)is released in writing from all liability with respect to such Third-Party Claim, and no such settlement shall be determinative of other than the Indemnifying Party’s obligations related claim for indemnification under this Article 9VII.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each 62 Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a10.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 910.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed), except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article ARTICLE 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except unless a firm offer is made to the extent such settlement does not provide for settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities Liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense of such Third Party Claim pursuant to Section 9.5(a9.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision the foregoing provisions of this AgreementSection 7.4, the (i) no Indemnifying Party shall not enter into settlement of be entitled to settle any Third Third-Party Claim without the Indemnified Party’s prior written consent unless the Third-Party Claim is solely a claim for money damages and as part of such settlement the Indemnified Party is released in writing from all liability with respect to such Third-Party Claim and the terms of such settlement do not impose any obligations or restrictions on the Indemnified Party, except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the and (ii) no Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of entitled to settle any Third-Party Claim without the Indemnifying Party’s obligations prior written consent unless as part of such settlement the Indemnifying Party is released in writing from all liability with respect to such Third-Party Claim, other than the related claim for indemnification under this Article 9VII.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any If a firm offer is made to settle a Third Party Claim without the prior written consent of the Indemnified Party, except leading to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party Person and provides, in customary form, for the unconditional release of each Indemnified Party Person from all liabilities and obligations in connection with such Third Party ClaimClaim and the Indemnifying Person desires to accept and agree to such offer, the Indemnifying Person shall give written notice to that effect to the Indemnified Person. If the Indemnified Party Person has assumed the defense pursuant to Section 9.5(a10.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party Person (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this AgreementAgreement to the contrary, the Indemnifying Party shall not enter into settlement of compromise or settle any Third Third- Party Claim without the prior written consent of the Indemnified Party, except to the extent Party (which consent shall not be unreasonably withheld or delayed) unless such compromise or settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, (i) provides for the unconditional release of each the Indemnified Party from all liabilities and obligations Liabilities in connection with such Third Third- Party Claim, and (ii) relates to a Claim for monetary relief only. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a)of the Third-Party Claim, it shall not agree to any settlement compromise or settle such Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party Parties shall not enter into settlement of any Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except to the extent such that the settlement offer (a) does not provide for result in any liability or the creation of a financial or other obligation on the part of the Indemnified Party and (b) provides, in customary form, for the complete and unconditional release of each Indemnified Party from all claims, liabilities and obligations in connection with of any kind or nature arising out of, or related to, the events, facts, conditions or circumstances underlying such Third Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a10.13(a), it shall not agree to any settlement without the written consent of the Indemnifying Party Parties (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, except to the extent delayed or conditioned), unless such settlement does not provide is solely for liability or money damages that shall be paid for in full by the creation of a financial or other obligation on the part of the Indemnified Indemnifying Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayed), and no conditioned) if the Indemnified Party is seeking or will seek indemnification hereunder with respect to such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9matter.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 7.05(b). If an offer is made to the extent such settlement does not provide for settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities Liabilities and obligations in connection with such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party an Indemnitor shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyIndemnitee (which consent shall not be unreasonably withheld, except to the extent delayed or conditioned), unless such settlement does not provide is solely for liability or money damages that shall be paid for in full by the creation of a financial or other obligation on the part of the Indemnified Party Indemnitor and provides, in customary form, for the unconditional release of each Indemnified Party Indemnitee from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed an Indemnitee is conducting the defense pursuant to Section 9.5(a2(a), it shall not agree to any settlement without the written consent of the Indemnifying Party Indemnitor (which consent shall not be unreasonably withheld withheld, delayed or delayed), and no conditioned) if the Indemnitee is seeking or will seek indemnification hereunder with respect to such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9matter.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed), except to the extent such settlement does not provide for liability Liability or the creation of a financial or other obligation Liability on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations Liabilities in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a8.4(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 9ARTICLE 8.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned, or delayed), except to the extent such settlement does not provide for liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(a7.4(b), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), and no such settlement shall be determinative of the Indemnifying Party’s obligations under this Article 97.