Buyer’s Rights. Anything in this Article 8 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Seller Indemnified Party other than as a result of money damages or other money payments, the Seller Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Buyer shall not, without the written consent of the Seller Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Seller Indemnified Party of a release from all Liability in respect of such Claim.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Intersearch Group Inc), Asset Purchase Agreement (Banks.com, Inc.)
Buyer’s Rights. Anything in this Article 8 11 to the contrary notwithstanding, (i) if there is a reasonable probability that a Seller Claim may materially and adversely affect the Seller Indemnified Party other than as a result of money damages or other money payments, the Seller Indemnified Party shall have the right to defend, compromise or settle such Seller Claim, and (ii) the Buyer shall not, without the written consent of the Seller Indemnified Party, settle or compromise any Seller Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Seller Indemnified Party of a release from all Liability in respect of such Seller Claim.
Appears in 1 contract
