Settlement Limitations Clause Samples

Settlement Limitations. Except as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article X with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (x) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (y) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its business, and (z) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim and includes no admission of wrongdoing.

Settlement Limitations. Notwithstanding anything in this Section 12.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnifiable Claim or permit a default or consent to entry of any judgment unless such settlement or compromise includes an unqualified release from all liability in respect of the claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept or (ii) the aggregate Losses of the Indemnified Party with respect to such claim. If the Indemnifying Party makes any payment on any claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such claim.

Settlement Limitations. Except as set forth below or as expressly permitted in this subsection (g), no Third Party Claim may be settled or compromised (i) by the indemnified party without the prior written consent of the indemnifying party or (ii) by the indemnifying party without the prior written consent of the indemnified party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the indemnifying party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the indemnified party if the judgment or settlement (i) involves only the payment of money damages (all of which will be paid in full by the indemnifying party concurrently with the effectiveness thereof) and (ii) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the indemnified party from all liability in respect of such Third Party Claim.

Settlement Limitations. Except as set forth below, no Third Party Claim may be settled or compromised (i) by the party seeking indemnification without the prior written consent of the indemnifying party or (ii) by the indemnifying party without the prior written consent of the party seeking indemnification, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the indemnifying party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the party seeking indemnification if the judgment or settlement (i) involves only the payment of money damages (which will be paid in full by the indemnifying party concurrently with the effectiveness thereof) and (ii) includes, as a condition thereof, a complete and irrevocable release of the indemnified party from all liability in respect of such Third Party Claim.

Settlement Limitations. 18 1. For Emergency Services and Outpatient Hospital Services - No Contracting Hospital shall 21 2. For inpatient Hospital Services – No Contracting Hospital shall be paid more than the

Settlement Limitations. 16 1. For Emergency Services and Outpatient Hospital Services - No Contracting ED Hospital 17 shall be reimbursed more than seventy-five (75%) of CalOptima fee-for-service rates or Allowable 18 Costs, less the required co-payments, whichever is less. 19 2. For inpatient Hospital Services – No Contracting ED Hospital shall be paid more than the 20 calculated Final Settlement, or Allowable Costs, less the required co-payments, whichever is less.

Settlement Limitations. Notwithstanding anything in this Section 6.5 to the contrary, neither the Indemnitor nor the Indemnitee shall, without the written consent of the other party, settle or compromise any Claim for which indemnification is sought or permit a default judgment or consent to entry of any judgment. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnitor notifies the Indemnitee in writing of the Indemnitor's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may decline to accept the settlement offer and may continue to contest such claim, free of any participation by the Indemnitor, and the amount of any ultimate liability with respect to such Claim that the Indemnitor has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such Claim through the date of its rejection of the settlement offer or (ii) the aggregate Losses of the Indemnitee with respect to such Claim.

Settlement Limitations. Except as set forth below, neither Party shall settle or compromise, or permit any default or consent to entry of any judgment in respect of, any Third Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (i) BBSI shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event BBSI shall waive all rights against Client to indemnification under this Section 10 with respect to such Third Party Claim unless BBSI shall have sought the consent of Client to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditioned or delayed; and (ii) Client shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of BBSI if the judgment or settlement (A) involves only the payment of money damages (all of which will be paid in full by Client concurrently with the effectiveness thereof), (B) does not encumber any of the assets of BBSI and does not contain any restriction or condition that would reasonably be expected to have a future adverse effect on BBSI or the conduct of its business, (C) does not include an admission of wrongdoing and

Settlement Limitations. Notwithstanding anything in this ----------------------