Settlement Proposals. (a) In the event the Indemnitee desires to settle any third-party claim the defense of which has not been assumed by Indemnitor, the Indemnitee shall advise the Indemnitor in writing of the amount it proposes to pay in settlement thereof (the “Proposed Settlement”). The Indemnitor shall have twenty (20) days after the Indemnitor’s receipt of the notice of the Proposed Settlement to advise the Indemnitee whether it accepts the Proposed Settlement. If the Indemnitor notifies the Indemnitee that it accepts the Proposed Settlement or does not deliver such notice within twenty (20) days after receipt of notice from the Indemnitee, the Indemnitee may offer the Proposed Settlement to the third party making the claim. If after approval by the Indemnitor the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which the Indemnitee may wish to present to the party making such claim shall again first be presented to the Indemnitor in accordance with the provisions of this Section 8.06.
(b) Except as provided in the immediately following sentence, the Indemnitor may settle such third-party claim that it has agreed to accept the defense of on any terms which it may deem reasonable. In the event the Indemnitor desires to settle such third-party claim, the Indemnitor shall not without the Indemnitee’s prior written consent, (i) settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such proceeding, claim or demand or (ii) settle or compromise any such proceeding, claim or demand, in any manner that may materially adversely affect the Indemnitee. Following the Closing, the indemnification obligations of this Article VIII shall be the exclusive remedy for breaches of this Agreement and the Additional Agreements and no other remedy shall be had in contract, tort or otherwise.
Settlement Proposals. In the event the Indemnified Party desires to settle any such third-party claim (whether or not contested by the Indemnitor), the Indemnified Party shall advise the Indemnitor of the amount it proposes to pay in settlement thereof (the "Proposed Settlement"). If such Proposed Settlement is unsatisfactory to the Indemnitor, it shall have the right, at its expense, to contest such claim by giving written notice of such election to the Indemnified Party within ten (10) days after the Indemnitor has been advised of the Proposed Settlement. If the Indemnitor does not deliver such written notice within ten (10) days after the Indemnitor has been advised of the Proposed Settlement, the Indemnified Party may offer the Proposed Settlement to the third party making such claim. If the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which the Indemnified Party may wish to present to the party making such claim shall first be presented to the Indemnitor who shall have the right, subject to the conditions hereinabove set forth in this Section, to contest such claim. In all such events, the Indemnitor shall indemnify the Indemnified Party and hold it harmless against and from any and all costs of defense, payment or settlement, including reasonable attorneys' fees incurred in connection therewith.
Settlement Proposals. In connection with such arbitration, each party shall present an overall settlement proposal to the arbitrator that shall encompass all issues to be resolved, and the two proposals shall set the outer limits of the range within which the arbitrator may make a determination as to the appropriate settlement result.
Settlement Proposals. Each Party shall present an overall settlement proposal to the arbitrator or arbitrators which shall encompass all issues to be resolved. The proposals from each Party shall set the outer limits of the range within which the arbitrator or arbitrators may make a determination as to the appropriate settlement result. If such appropriate settlement result is less than $250,000 in amount, it shall be deemed to be zero, unless the arbitrator or arbitrators determine that there was not a reasonable basis for the position of the non-prevailing Party. If such appropriate settlement result is not less than $250,000 in amount, $250,000 shall be subtracted from such appropriate settlement result by the arbitrator or arbitrators in reaching their determination of the amount to be awarded one of the Parties, unless the arbitrator or arbitrators determine that there was not a reasonable basis for the position of the non-prevailing Party.
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Settlement Proposals. Except as provided in the immediately following sentence, the Indemnitor may settle any third party claim as to which it has agreed to accept the defense, on any terms which it may deem reasonable. In the event that the Indemnitor desires to settle any such third party claim, the Indemnitor shall not, without the Indemnitee’s prior written consent, (i) settle or compromise any proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written and unconditional release from all liability in respect of such proceeding, claim or demand, or if payment by the Indemnitor of money is not the sole relief or (ii) settle or compromise any such proceeding, claim or demand in any manner that adversely affects the Indemnitee. Following the Closing, the indemnification obligations of this Article IX shall be the exclusive remedy for breaches of this Agreement and the Additional Agreements and no other remedy shall be had in contract, tort or otherwise, except for Claims or causes of action based on fraud.
Settlement Proposals. In the event the Indemnified Party desires to settle any such third-party claim, the Indemnified Party shall advise the Indemnitor in writing of the amount it proposes to pay in settlement thereof (the "Proposed Settlement"). If such Proposed Settlement is unsatisfactory to the Indemnitor, it shall have the right, at its expense, to contest such claim by giving written notice of such election to the Indemnified Party within ten (10) days after the Indemnitor's receipt of the advice of the Proposed Settlement. If the Indemnitor does not deliver such written notice within ten (10) days after receipt of such advice, the Indemnified Party may offer the Proposed Settlement to the third party making such claim. If the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which the Indemnified Party may wish to present to the party making such claim shall first be presented to the Indemnitor who shall have the right, subject to the conditions hereinabove set forth in this Section 10.5, to contest such claim.
Settlement Proposals. (a) In relation to decisions concerning whether to make or to accept an offer of settlement, following receipt of advice from Us, the Steering Committee will act in the best interests of the Claimant Group.
(b) If the Steering Committee considers it appropriate and practicable to do so the Steering Committee may, but is not obliged to, seek the Claimant Group’s opinion, allowing such period of time as the Steering Committee, on Our advice, considers reasonable.
(c) The Steering Committee shall take into account any opinions expressed but shall always form its own decision as to what is in the best interests of the Claimant Group, save that the Steering Committee shall not accept any offer on behalf of the Claimant Group unless We have advised that it is an offer that it would in all the circumstances be reasonable for the Steering Committee to accept.
Settlement Proposals. (a) In the event the Indemnitee desires to settle any third-party claim (whether or not contested by the Indemnitor), the Indemnitee shall advise the Indemnitor in writing of the amount it proposes to pay in settlement thereof (the "Proposed
Settlement Proposals. (A) Staff’s confidential settlement proposal. Not later than one hundred twenty (120) days after a small utility rate case is opened, the staff shall provide a confidential settlement proposal to the utility, the public counsel, and any other parties to the case.
1. Staff’s settlement proposal shall include:
A. The utility’s annual operating revenues;
B. The utility’s customer rates;
C. The utility’s service charges and fees;
D. The utility’s plant depreciation rates;
E. The utility’s tariff provisions;
F. The operation of the utility’s systems; and
G. The management of the utility’s operations.
2. The staff shall also provide the following with its settlement proposal:
A. Draft revised tariff sheets reflecting the staff’s settlement proposal;
B. A draft disposition agreement reflecting the staff’s settlement proposal;
C. Staff’s audit workpapers;
D. Staff’s rate design workpapers; and
E. Any other documents supporting the staff’s settlement proposal.
3. Any settlement proposal, including any draft disposition agreement, and all supporting documents attached thereto are strictly intended for settlement negotiations only. If the staff and the utility are unable to reach a full or partial settlement via disposition agreement, staff is not bound to any position stated or implied by the settlement proposal, draft disposition agreement, or supporting documents provided.
(B) Not later than ten (10) days after the staff provides its settlement proposal, public counsel, the utility, and any other parties to the case shall notify staff whether they agree with the proposal or, if not, provide any suggested changes and the reasoning for those changes. Public counsel shall provide to staff, the utility, and all other parties to the case any audit workpapers, rate design workpapers, or other documents in its possession that support its recommendations.
