Common use of Settlement or Compromise Clause in Contracts

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party (as the case may be) of any Claim shall be binding upon the Indemnifying Party or the Indemnified Party (as the case may be) in the same manner as if a final judgment or decree has been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided however, that no obligation, restriction or loss shall be imposed on an Indemnified Party as a result of such settlement without its prior written consent which consent shall not be unreasonably withheld, and such settlement shall include an unconditional release of the Indemnified Party; and provided further, that the Indemnified Party shall not make or cause to be made any such settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself is

Appears in 2 contracts

Samples: Research, Collaboration and Distribution Agreement (Intracel Corp), Research, Collaboration and Distribution Agreement (Intracel Corp)

AutoNDA by SimpleDocs

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 20.2) or the Indemnifying Party (Person, as the case may be) , of any such Third Party Claim shall also be binding upon the Indemnifying Party Person or the Indemnified Party (Person, as the case may be) , in the same manner as if a final judgment or decree has had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided however, that (i) no obligation, restriction or loss Loss shall be imposed on an the Indemnified Party Person as a result of such settlement or compromise without its prior written consent consent, which consent shall not be unreasonably withheld, conditioned or delayed, and such settlement shall include an unconditional release of (ii) the Indemnified Party; and provided further, that the Indemnified Person will not compromise or settle any Third Party shall not make or cause to be made any such settlement or compromise Claim without the prior written consent of the Indemnifying PartyPerson, which consent shall not unreasonably may be withheld. The Indemnified Party will give withheld in the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself isPerson’s sole discretion.

Appears in 2 contracts

Samples: Asset Transfer Agreement, Asset Transfer Agreement (GlyEco, Inc.)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 9.6) or the Indemnifying Party (Person, as the case may be) , of any such Third Party Claim shall also be binding upon the Indemnifying Party Person or the Indemnified Party (Person, as the case may be) , in the same manner as if a final judgment or decree has had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided provided, however, that (a) no admission of wrongdoing, exclusion, obligation, restriction or loss Loss shall be imposed on an the Indemnified Party Person as a result of such settlement or compromise without its prior written consent consent, which consent shall not be unreasonably withheld, conditioned or delayed, and such settlement shall include an unconditional release of (b) the Indemnified Party; and provided further, that the Indemnified Party Person shall not make compromise or cause to be made settle any such settlement or compromise Third Party Claim without the prior written consent of the Indemnifying PartyPerson, which consent shall not be unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement , conditioned or compromise of any Claim it itself isdelayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Luna Innovations Inc)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 10.6) or the Indemnifying Party (Person, as the case may be) , of any such Third Party Claim shall also be binding upon the Indemnifying Party Person or the Indemnified Party (Person, as the case may be) , in the same manner as if a final judgment or decree has had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided provided, however, that (a) no obligationLiability, restriction or loss Loss shall be imposed on an the Indemnified Party Person as a result of such settlement or compromise without its prior written consent Consent, which consent Consent shall not be unreasonably withheld, conditioned or delayed and such settlement shall include an unconditional release of (b) the Indemnified Party; and provided further, that the Indemnified Party Person shall not make compromise or cause to be made settle any such settlement or compromise Third Party Claim without the prior written consent Consent of the Indemnifying Party, which consent shall not unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself isPerson.

Appears in 1 contract

Samples: Stock Purchase Agreement (Boulevard Acquisition Corp.)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party Person or the Indemnifying Party (Person, as the case may be) , of any Third Party Claim shall also be binding upon the Indemnifying Party Person or the Indemnified Party (Person, as the case may be) , in the same manner as if a final judgment or decree has had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided howeverprovided, that no obligationneither the Indemnified Person or the Indemnifying Person shall, restriction or loss shall be imposed on an Indemnified Party as a result of such settlement without its prior the written consent of the other party (which consent shall not be unreasonably withheld, and withheld or delayed) make any settlement or compromise except if such settlement shall include an unconditional or compromise (i) is for monetary damages only, (ii) includes a full release of the Indemnified Party; and provided furtherPerson, that (iii) does not create an obligation, restriction or Loss imposed on the Indemnified Party shall Person and (iv) does not make contain an admission of guilt or cause to be made any such settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself isliability.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Compass Group Diversified Holdings LLC)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party Person (unless the Indemnifying Person has the exclusive right to settle or compromise under Section 8.6(b)) or the Indemnifying Party (Person, as the case may be) , of any such Third Party Claim shall also be binding upon the Indemnifying Party Person or the Indemnified Party (Person, as the case may be) , in the same manner as if a final judgment or decree has had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided provided, however, that (a) no obligationLiability, restriction or loss Loss shall be imposed on an the Indemnified Party Person as a result of such settlement or compromise without its prior written consent, which consent shall be in its sole and absolute discretion, and (b) the Indemnified Person shall not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld, and such settlement shall include an unconditional release of the Indemnified Party; and provided further, that the Indemnified Party shall not make conditioned or cause to be made any such settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself isdelayed.

Appears in 1 contract

Samples: Asset Transfer Agreement (Lordstown Motors Corp.)

AutoNDA by SimpleDocs

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 7.6) or the Indemnifying Party (Person, as the case may be) , of any Third Party Claim shall also be binding upon the Indemnifying Party Person or the Indemnified Party (Person, as the case may be) , in the same manner as if a final judgment or decree has Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided provided, however, that (a) no obligationLiability, restriction restriction, or loss Loss shall be imposed on an the Indemnified Party Person as a result of such settlement or compromise without its prior written consent Consent, which consent Consent shall not be unreasonably withheld, conditioned, or delayed, and such settlement shall include an unconditional release of (b) the Indemnified Party; and provided further, that the Indemnified Party Person shall not make or cause to be made any such settlement settle or compromise any Third Party Claim without the prior written consent Consent of the Indemnifying Party, which consent shall not unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself isPerson.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kamada LTD)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party (unless the Indemnifying Party has the exclusive right to settle or compromise under clause (b) of Section 12.6) or the Indemnifying Party (Party, as the case may be) , of any Claim such claim, suit, action or proceeding of the kind referred to in Section 12.6 shall also be binding upon the Indemnifying Party or the Indemnified Party (Party, as the case may be) , in the same manner as if a final judgment or decree has had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided howeverprovided, that (i) no obligation, restriction or loss Loss shall be imposed on an the Indemnified Party as a result of such settlement or compromise without its prior written consent consent, which consent shall not be unreasonably withheld, and such settlement shall include an unconditional release of the Indemnified Party; and provided further, that (ii) the Indemnified Party shall will not make compromise or cause to be made settle any such settlement claim, suit, action or compromise proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement or compromise of any Claim it itself is.

Appears in 1 contract

Samples: Master Agreement (Archstone Smith Trust)

Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party (Party, as the case may be) , of any Claim such claim, suit, action or proceeding of the kind referred to in Section 9.7 shall also be binding upon the Indemnifying Party or the Indemnified Party (Party, as the case may be) , in the same manner as if a final judgment or decree has had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided howeverprovided, that (i) no obligation, obligation or restriction or loss shall be imposed on an the Indemnified Party as a result of such settlement or compromise without its prior written consent and no Damage shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and such settlement shall include an unconditional release of the Indemnified Party; and provided further, that (ii) the Indemnified Party shall will not make compromise or cause to be made settle any such settlement claim, suit, action or compromise proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of any proposed settlement withheld or compromise of any Claim it itself isdelayed.

Appears in 1 contract

Samples: Services Agreement (Citizens Communications Co)

Time is Money Join Law Insider Premium to draft better contracts faster.