Common use of SETTLEMENT; RELEASE OF INDEMNIFICATION Clause in Contracts

SETTLEMENT; RELEASE OF INDEMNIFICATION. If Indemnitor shall have requested -------------------------------------- Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, Indemnitee shall not settle or compromise any Adjustment for which indemnity is sought hereunder without the consent of Indemnitor unless it simultaneously releases Indemnitor from its obligations to indemnify and reimburse Indemnitee with respect to the issues so settled or comprised. If Indemnitor shall fail to request Indemnitee to contest any Adjustment or shall fail to comply with the terms and conditions entitling it to make such request as set forth in subparagraph (b), Indemnitee may in its sole discretion elect to contest (or not contest) such Adjustment with counsel selected by it and may at any time settle or compromise the matter without the consent of Indemnitor and without releasing its rights to indemnity from Indemnitor.

Appears in 1 contract

Samples: Distribution Agreement (Data Translation Ii Inc)

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SETTLEMENT; RELEASE OF INDEMNIFICATION. If the Tax Indemnitor shall have requested -------------------------------------- the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, the Tax Indemnitee shall not settle or compromise any Adjustment for which indemnity is sought hereunder without the consent of the Tax Indemnitor unless it simultaneously releases the Tax Indemnitor from its obligations to indemnify and reimburse the Tax Indemnitee with respect to the issues so settled or comprisedcompromised. If the Tax Indemnitor shall fail to request the Tax Indemnitee to contest any Adjustment or shall fail to comply with the terms and conditions entitling it to make such request as set forth in subparagraph (b)Section 7.5(c) hereof, the Tax Indemnitee may in its sole discretion elect to contest (or not contest) such Adjustment with counsel selected by it and may at any time settle or compromise the matter without the consent of the Tax Indemnitor and without releasing its rights to indemnity from the Tax Indemnitor.. (e)

Appears in 1 contract

Samples: Separation and Distribution Agreement (Volu Sol Inc)

SETTLEMENT; RELEASE OF INDEMNIFICATION. If the Tax Indemnitor -------------------------------------- shall have requested -------------------------------------- the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, the Tax Indemnitee shall not settle or compromise any Adjustment for which indemnity is sought hereunder without the consent of the Tax Indemnitor unless it simultaneously releases the Tax Indemnitor from its obligations to indemnify and reimburse the Tax Indemnitee with respect to the issues so settled or comprisedcompromised. If the Tax Indemnitor shall fail to request the Tax Indemnitee to contest any Adjustment or shall fail to comply with the terms and conditions entitling it to make such request as set forth in subparagraph (bSection 7.06(a)(ii), the Tax Indemnitee may in its sole discretion elect to contest (or not contest) such Adjustment with counsel Tax Counsel selected by it it, and may at any time settle or compromise the matter without the consent of the Tax Indemnitor and without releasing its rights to indemnity from the Tax Indemnitor.

Appears in 1 contract

Samples: Distribution Agreement (Circor International Inc)

SETTLEMENT; RELEASE OF INDEMNIFICATION. If the Tax -------------------------------------- Indemnitor shall have requested -------------------------------------- the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, the Tax Indemnitee shall not settle or compromise any Adjustment for which indemnity is sought hereunder without the consent of the Tax Indemnitor unless it simultaneously releases the Tax Indemnitor from its obligations to indemnify and reimburse the Tax Indemnitee with respect to the issues so settled or comprisedcompromised. If the Tax Indemnitor shall fail to request the Tax Indemnitee to contest any Adjustment or shall fail to comply with the terms and conditions entitling it to make such request as set forth in subparagraph (bSection 7.06(a)(ii), the Tax Indemnitee may in its sole discretion elect to contest (or not contest) such Adjustment with counsel Tax Counsel selected by it it, and may at any time settle or compromise the matter without the consent of the Tax Indemnitor and without releasing its rights to indemnity from the Tax Indemnitor.

Appears in 1 contract

Samples: Distribution Agreement (Circor International Inc)

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SETTLEMENT; RELEASE OF INDEMNIFICATION. If the Tax Indemnitor -------------------------------------- shall have requested -------------------------------------- the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, the Tax Indemnitee shall not settle or compromise any Adjustment for which indemnity is sought hereunder without the consent of the Tax Indemnitor unless it simultaneously releases the Tax Indemnitor from its obligations to indemnify and reimburse the Tax Indemnitee with respect to the issues so settled or comprisedcompromised. If the Tax Indemnitor shall fail to request the Tax Indemnitee to contest any Adjustment or shall fail to comply with the terms and conditions entitling it to make such request as set forth in subparagraph (b)Section 11.5.1.2 hereof, the Tax Indemnitee may in its sole discretion elect to contest (or not contest) such Adjustment with counsel selected by it and may at any time settle or compromise the matter without the consent of the Tax Indemnitor and without releasing its rights to indemnity from the Tax Indemnitor.. Section 11.5.1.4

Appears in 1 contract

Samples: Distribution Agreement (Data Translation Ii Inc)

SETTLEMENT; RELEASE OF INDEMNIFICATION. If Indemnitor shall have requested -------------------------------------- Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, Indemnitee shall not settle or compromise any Adjustment for which indemnity is sought hereunder without the consent of Indemnitor unless it simultaneously releases Indemnitor from its obligations to indemnify and reimburse Indemnitee with respect to the issues so settled or comprised. If Indemnitor shall fail to request Indemnitee to contest any Adjustment or shall fail to comply with the terms and conditions entitling it to make such request as set forth in subparagraph (b), Indemnitee may in its sole discretion elect to contest (or not contest) such Adjustment with counsel selected by it and may at any time settle or compromise the matter without the consent of Indemnitor and without releasing its rights to indemnity from Indemnitor.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Volu Sol Inc)

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