Common use of CLAIM ADVERSE TO INDEMNIFYING PARTY Clause in Contracts

CLAIM ADVERSE TO INDEMNIFYING PARTY. Notwithstanding ----------------------------------- anything to the contrary in this Section 9.3, if there is a reasonable probability that a claim may materially adversely affect the Indemnifying Party other than as a result of money damages or other money payments, the Indemnifying Party shall have the right, at its own cost and expense, to compromise or settle such claim, but the Indemnifying Party shall not, without the prior written consent of the 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 Indemnified Party a release from all liability in respect of such claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hollywood Park Inc/New/), Asset Purchase Agreement (Hollywood Park Inc/New/)

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CLAIM ADVERSE TO INDEMNIFYING PARTY. Notwithstanding ----------------------------------- anything to ----------------------------------- the contrary in this Section 9.312.2, if there is a reasonable probability that a claim may materially adversely affect the Indemnifying Party other than as a result of money damages or other money payments, the Indemnifying Party shall have the right, at its own cost and expense, to compromise or settle such claim, but the Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty which will not be unreasonably withheld, 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 Indemnified Party a release from all liability in respect of such claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stamps Com Inc)

CLAIM ADVERSE TO INDEMNIFYING PARTY. Notwithstanding ----------------------------------- anything to the contrary in this Section 9.39,3, if there is a reasonable probability that a claim may materially adversely affect the Indemnifying Indemnified Party other than as a result of money damages or other money payments, the Indemnifying Party shall have the right, at its own cost and expense, to compromise or settle such claim, but the Indemnifying Party shall not, without the prior written consent of the 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 Indemnified Party a release from all liability in respect of such claim.

Appears in 1 contract

Samples: Worldwide Purchase and Sale Agreement (Continental Global Group Inc)

CLAIM ADVERSE TO INDEMNIFYING PARTY. Notwithstanding ----------------------------------- anything to the contrary in this Section 9.312.3, if there is a reasonable probability that a claim may materially adversely affect the Indemnifying Party other than as a result of money damages or other money payments, the Indemnifying Party shall have the right, at its own cost and expense, to compromise or settle such claim, but the Indemnifying Party shall not, without the prior written consent of the 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 Indemnified Party a release from all liability in respect of such claim.

Appears in 1 contract

Samples: Contribution Agreement (Times Mirror Co /New/)

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CLAIM ADVERSE TO INDEMNIFYING PARTY. Notwithstanding ----------------------------------- anything to the contrary in this Section 9.3, if there is a reasonable probability that a claim may materially adversely affect the Indemnifying Party other than as a result of money damages or other money payments, the Indemnifying Party shall have the right, at its own cost and expense, to compromise or settle such claim, but the Indemnifying Party shall not, without the prior written consent of the 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 Indemnified Party a release from all liability in respect of such claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn National Gaming Inc)

CLAIM ADVERSE TO INDEMNIFYING PARTY. Notwithstanding ----------------------------------- anything to the contrary in this Section 9.3SECTION 7.3, if there is a reasonable probability that a claim may materially and adversely affect the Indemnifying Party other than as a result of money damages or other money payments, the Indemnifying Party shall have the right, at its own cost and expense, to compromise or settle such claim, but the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim.;

Appears in 1 contract

Samples: Stock Purchase Agreement (International Realty Group Inc)

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