Common use of Settlement of Third Party Claims Clause in Contracts

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes the defence of the Third Party Claim, the Indemnifying Party will not be bound by any determination of the Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (b) Whether or not the Indemnifying Party assumes conduct of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party will not settle any Third Party Claim without the written consent of the Indemnified Party, which consent cannot be unreasonably withheld or delayed, except that the liability of the Indemnifying Party will be limited to the proposed amount if any such consent, which cannot be unreasonably withheld or delayed, is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlement.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes the defence fails to assume control of the Third Party Claim, the Indemnifying Party will not be bound by any determination of the Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (b) Whether or not the Indemnifying Party assumes conduct of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party will assumes control of the defence of any Third Party Claim, the Indemnified Party may not settle any Third Party Claim without the written consent of the Indemnified Party, which consent canshall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, except settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party will shall be limited to the proposed settlement amount if any such consent, which cannot be unreasonably withheld or delayed, consent is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against for any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlementreason.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes the defence assumes control of the Third Party Claim, the Indemnifying Party will not be bound by any determination of the Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (b) Whether or not the Indemnifying Party assumes conduct of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party will shall have the exclusive right to contest, settle or pay the amount claimed, provided that the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent canshall not be unreasonably withheld or delayed, except ; provided however that the liability of the Indemnifying Party will shall be limited to the proposed settlement amount if any such consentconsent is not obtained for any reason. If the Indemnified Party assumes control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, provided that the Indemnified Party shall not settle any Third Party Claim without the written consent of the Indemnifying Party, which canconsent shall not be unreasonably withheld or delayed, is not obtained and ; provided however that the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against any Losses resulting from or arising out of the failure liability of the Indemnified Party shall be limited to the proposed settlement amount if any such consent to that settlementis not obtained for any reason.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes fails to assume control of the defence of the any Third Party Claim, the Indemnifying Indemnified Party will not be bound by any determination of shall have the Third Party Claim exclusive right to contest, settle or any compromise or settlement of pay the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (b) amount claimed. Whether or not the Indemnifying Party assumes conduct control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party will shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent canshall not be unreasonably withheld or delayed; provided, except however, that the liability of the Indemnifying Party will shall be limited to the proposed settlement amount if any such consent, which cannot be consent was unreasonably withheld or delayed, is not obtained and . Unless the Indemnified Party will indemnify otherwise agrees in writing, (i) any such settlement shall include a complete and save harmless unconditional release of the Indemnified Party, and (ii) the Indemnifying Party from and against may not settle or compromise any Losses resulting from such Third Party Claim if, in connection with any such settlement or arising out compromise, there is any admission or statement of wrongdoing, negligence or violation of law by, or on the failure of part of, or otherwise attributable to, the Indemnified Party to consent to that settlementParty.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes assumes the defence defense of the a Third Party Claim, the Indemnifying Party will not be bound by any determination of the Third Party Claim or any compromise or settlement of the Third Party Claim effected shall not, without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (b) Whether or not the Indemnifying Party assumes conduct of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party will not settle any Third Party Claim without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim if the terms of such settlement do not contain a release of the Indemnified Parties or (i) would result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, (ii) would result in a finding or admission of wrongdoing or violation of Law by the Indemnified Party, (iii) would result in any monetary Liability of the Indemnified Party that will not be paid or reimbursed by the Indemnifying Party, or (iv) has an adverse effect on any ongoing business of the Indemnified Party (any of the foregoing, “Adverse Claim Consequences”). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent, which consent canshall not be unreasonably withheld or delayed, except that the liability of the Indemnifying Party will be limited to the proposed amount if any such consent, which cannot be unreasonably withheld or delayed, is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlement.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes fails to assume control of the defence of the Third any Third-Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed, acting reasonably. If the Indemnifying Party will not be bound by any determination assumes control of the Third defence of any Third-Party Claim, the Indemnified Party may not settle any Third-Party Claim or any compromise or settlement of the Third Party Claim effected without the written consent of the Indemnifying Party (Indemnified Party, which consent may shall not be unreasonably withheld or delayed). (b) . Whether or not the Indemnifying Party assumes conduct control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party will shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent canshall not be unreasonably withheld or delayed; provided, except however, that the liability of the Indemnifying Party will shall be limited to the proposed settlement amount if any such consent, which cannot be unreasonably withheld or delayed, consent is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against for any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlementreason.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes the defence fails to assume control of the defense of any Third Party Claim, or if the Indemnifying Party will not be bound by any determination is the Sellers and if the nature of the Third Party Claim is such that contesting it may reasonably be expected to have a material negative adverse effect on the Purchaser or any compromise or settlement of its business relationships, then the Indemnified Party shall have the exclusive right to assume control of the defense of the Third Party Claim effected without the consent of the Indemnifying and to decide whether to contest or settle such Third Party (which consent may not be unreasonably withheld or delayed). (b) Claim. Whether or not the Indemnifying Party assumes conduct control of the negotiation, settlement or defence defense of any Third Party Claim, the Indemnifying Party will shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent canshall not be unreasonably withheld or delayed. In addition, except that the liability Indemnified Party shall not settle any Third Party Claim without the written consent of the Indemnifying Party will be limited to the proposed amount if any such consentParty, which canconsent shall not be unreasonably withheld or delayed, is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlement.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes fails to assume control of the defence of the Third any Third-Party Claim, the Indemnifying Indemnified Party will not be bound by any determination of shall have the Third Party Claim exclusive right to contest, settle or any compromise or settlement of pay the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (b) Whether or not amount claimed, acting reasonably. If the Indemnifying Party assumes conduct control of the negotiation, settlement or defence of any Third Third-Party Claim, the Indemnifying Indemnified Party will may not settle any Third Third-Party Claim without the written consent of the Indemnified Party, which consent canshall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party assumes control of the negotiation, except settlement or defence of any Third-Party Claim, the Indemnifying Party shall not settle any Third-Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party will shall be limited to the proposed settlement amount if any such consent, which cannot be unreasonably withheld or delayed, consent is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against for any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlementreason.

Settlement of Third Party Claims. (a) If Any settlement or compromise made or caused to be made by an Indemnified Party or an Indemnifying Party of a Third-Party Claim may only be made with the prior written consent of the applicable other party; provided that if such Third-Party Claim consists only of money damages in an amount to be paid by the Indemnifying Party undertakes (or from the defence General Holdback Escrow Account or the Other Matters Holdback Escrow Account) and such settlement or compromise provides, in customary form, for the unconditional release of the Third each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim, the prior written consent of an Indemnified Party is not required. Whether or not the Indemnifying Party will not be bound by have assumed the defense of a Third-Party Claim, no Indemnified Party nor any determination of the Third its Affiliates will admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim or any compromise or settlement of the Third Party Claim effected without the prior written consent of the Indemnifying Party (which consent may shall not be unreasonably conditioned, withheld or delayed). (b) Whether or not the Indemnifying Party assumes conduct of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party will not settle any Third Party Claim without the written consent of the Indemnified Party, which consent cannot be unreasonably withheld or delayed, except that the liability of the Indemnifying Party will be limited to the proposed amount if any such consent, which cannot be unreasonably withheld or delayed, is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlement.

Settlement of Third Party Claims. (a) If the Indemnifying Party undertakes assumes the defence defense of the a Third Party ClaimClaim in connection with Section 10.4(c) hereof, the Indemnifying Party will not be bound by any determination of shall have the Third Party Claim or any compromise or settlement of right to settle such Claim; provided, that in connection with the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (b) Whether or not the Indemnifying Party assumes conduct of the negotiation, settlement or defence compromise of any Third Party Claim, the Indemnifying Party will not settle any Third Party Claim shall not, without the written consent of the Indemnified Party, Party (which consent canshall not be unreasonably withheld withheld, conditioned or delayed), except settle or compromise any Third Party Claims or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim of all Indemnified Parties affected by such Third Party Claim. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party will be limited to the proposed amount if any such consent, (which canconsent shall not be unreasonably withheld withheld, conditioned or delayed, is not obtained and the Indemnified Party will indemnify and save harmless the Indemnifying Party from and against any Losses resulting from or arising out of the failure of the Indemnified Party to consent to that settlement).