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.
Appears in 1 contract
Sources: Asset Purchase Agreement (United Community Financial Corp)
Settlement Limitations. Except as set forth below, no Third Party Claim may be settled or compromised (i) by the indemnified 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 indemnificationindemnified 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 seeking indemnification 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 thereofto any settlement or other resolution, a complete and irrevocable release of the indemnified party from all liability in respect of such Third Party Claim.
Appears in 1 contract
Sources: Asset Purchase Agreement (First Financial Holdings Inc /De/)