Settlements; Appearances in Actions Clause Samples
The "Settlements; Appearances in Actions" clause governs how parties handle legal disputes, settlements, and participation in legal proceedings related to the agreement. It typically outlines the procedures for notifying the other party of any lawsuits, the process for negotiating or approving settlements, and the rights or obligations of each party to appear or intervene in legal actions. This clause ensures that both parties are informed and involved in any litigation or settlement discussions that may affect their interests, thereby promoting transparency and coordinated legal strategy.
Settlements; Appearances in Actions. Borrower agrees that, without each Indemnified Party’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought by or on behalf of such Indemnified Party under this Section (whether or not any Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action or proceeding. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Borrower or any Affiliate thereof in which such Indemnified Party is not named as a defendant, ▇▇▇▇▇▇▇▇ agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including the reasonable and documented out-of-pocket fees and disbursements of its external legal counsel. In the case of any claim brought against an Indemnified Party for which Borrower may be responsible under this Section 10.03, the Agents and Lenders agree (at the expense of Borrower) to execute such instruments and documents and cooperate as reasonably requested by Borrower in connection with ▇▇▇▇▇▇▇▇’s defense, settlement or compromise of such claim, action or proceeding.