Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding.
Appears in 6 contracts
Samples: Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 6 contracts
Samples: 1 Agreement (Park Ohio Holdings Corp), Indemnification Agreement (CNBC Bancorp /Oh), Indemnification Agreement (Sky Financial Group Inc)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 4 contracts
Samples: Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 3 contracts
Samples: Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 2 contracts
Samples: Indemnification Agreement (Firstmerit Corp /Oh/), Indemnification Agreement (Myers Industries Inc)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 2 contracts
Samples: Agreement (Ferro Corp), Agreement (Ferro Corp)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such any Proceeding. .
Appears in 2 contracts
Samples: Indemnification Agreement (Corrpro Companies Inc /Oh/), Indemnification Agreement (Corrpro Companies Inc /Oh/)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or or settle such Proceeding. .
Appears in 2 contracts
Samples: Indemnification Agreement (Eaton Corp PLC), Indemnification Agreement (Eaton Corp)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's and /or Holdco's insurers, in attempts to defend and/or or settle such Proceeding. .
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Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 1 contract
Samples: Indemnification Agreement (Citizens & Northern Corp)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding proceeding to which Indemnitee is a party in any manner which would impose any Expense expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 1 contract
Samples: Indemnification Agreement (Applied Industrial Technologies Inc)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or or settle such Proceeding. .
Appears in 1 contract
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or his/her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or his/her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 1 contract
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or or settle such Proceeding. .
Appears in 1 contract
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or his/her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or his/her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 1 contract
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her Indemnitee's own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding proceeding to which Indemnitee is a party in any manner which would impose any an Expense on Indemnitee without his or her Indemnitee's written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or or settle such Proceeding. .
Appears in 1 contract
Samples: Indemnification Agreement (Axcelis Technologies Inc)
Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or his/her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or his/her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. .
Appears in 1 contract