indemnifying party

Eugin

Senior Member
Argentina (Spanish)
And what can you tell me about this sentence, also from the same agreement:
"Indemnifying party shall not be liable under this section for any settlement of any claim, litigation or proceeding which the indemnifying party has a right to defend on its own, which settlement is effected without its consent which consent shall not be unreasonably withheld or delayed"

3 "which" in a single sentence... is that grammatically correct? :confused:

Could you separate the phrases and make a meaningful sentence out of this one or is it too much to ask??

Any help you can provide, is soooooo much appreciated!!!!!!;)

All the best!!
 
  • Kelly B

    Senior Member
    USA English
    I'm going to call the other party the Insured, for the sake of argument. By that I mean the guy that the Indemnifying party is dealing with.

    If the Insured makes a settlement without the consent of the Indemnifying party, when that consent would have been decided by the Indemnifying party in a reasonable period of time, then the Indemnifying party is not liable for that settlement if it had a right to defend that claim on its own.
     

    cuchuflete

    Senior Member
    EEUU-inglés
    Hello again Eugin,

    Legal jargon is almost as bad as business jargon. Let's see what we can do with this mess.

    The indemnifying party [the party that has agreed to repay the expenses of the other party] shall not be liable...within the scope of this section, for paying to settle any claim, legal proceeding or law suit, IF the same indemnifying party has a right to provide its own legal defense in the matter. This indemnifying party shall not be liable if the settlement in question is made without the consent of the indemnifying party. However, the indemnifying party will not unreasonably withhold or delay giving that consenst [if it is requested by the other party trying to reach a settlement.]


    Here is an example to illustrate the intention. You and I enter into a contract. It contains a 'hold harmless' clause, which states that if you are sued by a third party, I will indemnify you [repay your expenses] for any legal expenses or settlement costs. However, I have a right to defend against such legal action, which makes the indemnification moot. You get sued, and reach a settlement, but for me to indemnify you, that requires that you request my consent for you to agree to the settlement. I will grant you that agreement, and will do so without any unreasonable delay.


    It's bad legal drafting, but it is understandable.

    Un abrazo,
    Cuchu
    Eugin said:
    And what can you tell me about this sentence, also from the same agreement:
    "Indemnifying party shall not be liable under this section for any settlement of any claim, litigation or proceeding which the indemnifying party has a right to defend on its own, which settlement is effected without its consent which consent shall not be unreasonably withheld or delayed"

    3 "which" in a single sentence... is that grammatically correct? :confused:

    Could you separate the phrases and make a meaningful sentence out of this one or is it too much to ask??

    Any help you can provide, is soooooo much appreciated!!!!!!;)

    All the best!!
     

    Eugin

    Senior Member
    Argentina (Spanish)
    Cuchus!!! You have become an expert in deciphering secret messages!!!! You should be at the CIA!!!!!!! but please, do not leave us, though.....:D

    It´s all crystal clear now!!!! You make it so easy to understand, man, THANKSS!!!! These Singapore people should have called you to write this mess of an agreement....
    Thanks as well Kelly. You both ROCK!!!! ;)

    With Great Appreciation,:)
     

    Eugin

    Senior Member
    Argentina (Spanish)
    cuchuflete said:
    Hello again Eugin,

    Legal jargon is almost as bad as business jargon. Let's see what we can do with this mess.
    This indemnifying party shall not be liable if the settlement in question is made without the consent of the indemnifying party
    .]

    It's bad legal drafting, but it is understandable.

    Un abrazo,
    Cuchu
    Cuchu, I am re-reading your pharaphrase and now I have a doubt: should not be it that the indemnifying party .... without the consent of the indemnified party?
    Otherwise, would not it be talking about the party asking for the consent of itself to perform the settlement?

    Could you confirm me that, please? I am 99% you are right, but I only have this little doubt....:confused:
    Sorry to keep bothering with his issue... :eek:
     

    panjandrum

    Occasional Moderator
    English-Ireland (top end)
    Sorry to jump in late to this fascinating conversation, but I enjoy linguistic puzzles. Cuchu’s sentence is meant to read the way it’s written:
    This indemnifying party shall not be liable if the settlement in question is made without the consent of the indemnifying party.
    Suppose I am “The indemnifying party”, then “the consent of the indemnifying party” is my consent, OK? Now look at the sentence:

    I shall not be liable if the settlement in question is made without my consent.

    I can’t resist the temptation to paraphrase the blue sentence - translating English into English is such fun:)

    I shall not be liable for settlement of any action IF I could defend it myself and you settle without asking me first.
    If you do want to settle, ask me. I will do my best to answer quickly and I will agree if settlement is sensible.

    Oh, by the way, even if my translation is right, that version would be useless in a contract:D

     
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