Common use of Compromise or Settlement Clause in Contracts

Compromise or Settlement. Seller may, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment with respect to the Section 26 Litigation, the Insurance Litigation or any other action commenced against it in respect of which indemnification is sought under this Section 26, if such settlement, compromise or consent (i) includes an unconditional release of Purchaser and its Affiliates and Subsidiaries (including the Companies) from all liability arising out of such action, (ii) includes no express or implied statement as to or any admission of fault, culpability or a failure to act by or on behalf of Purchaser, its Affiliates, or its Subsidiaries, and (iii) provides for relief solely in the form of a liquidated monetary payment (which in the case of the Section 26 Litigation shall be paid fully by Seller). Seller may not, without the prior written consent of Purchaser (which may be withheld for any reason), settle or compromise or consent to the entry of any judgment with respect to the Section 26 Litigation or the Insurance Litigation, any other action, which provides for remedies other than the payment of a liquidated monetary sum, including, without limitation, any injunctive or declaratory relief, consent decree, assurance of voluntary compliance and/or any other directive, order or agreement issued by or entered with any other person or governmental authority.