Common use of Settlement of Actions Clause in Contracts

Settlement of Actions. No Party managing an Action pursuant to Section 5.9(d) shall settle or compromise such Action without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), except that if the Party managing the Action is indemnifying the other Party, such managing Party may nevertheless settle such Action without such consent, (i) if such settlement or compromise (A) includes a complete and unconditional release of each Indemnified Party from all Liabilities and obligations with respect thereto, (B) does not impose any Liability or obligation (including any equitable remedies) on the Indemnified Party and (C) does not involve a finding or admission of any wrongdoing on the part of the Indemnified Party, and (ii) an Indemnified Party shall not agree to any settlement of a Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Settlement of Actions. No Party managing an Action pursuant to Section 5.9(d) 4.11 shall settle or compromise such Action (other than the Company with respect to Company-Controlled Actions and SpinCo with respect to SpinCo-Controlled Actions) without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except that if the Party managing the Action is indemnifying the other PartyParty in full for all monetary damages arising out of or related to such Action, such managing Party may nevertheless settle such Action without such consent, (i) if unless such settlement or compromise would (Aa) includes result in any non-monetary remedy or relief being imposed upon any member of the other Party’s Group, (b) encumber any asset of any member of the other Party’s Group or (c) contain or involve an admission or statement providing for or acknowledging any liability or criminal wrongdoing on behalf of the other Party’s Group or any of its Affiliates; provided that such settlement entered into by such managing Party must contain as a condition thereto, a complete and unconditional release of each Indemnified the other Party from all Liabilities and obligations with being indemnified. No settlement or compromise in respect thereto, (B) does not impose any Liability or obligation (including any equitable remedies) on the Indemnified Party and (C) does not involve a finding or admission of any wrongdoing on the part of the Indemnified Party, and (ii) Action shall be made or consented to by any Party not managing an Indemnified Party shall not agree Action pursuant to any settlement of a Third-Party Claim Section 4.11 without the prior express written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayedParty managing such Action.