Failure to Defend. If the Representative, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld or delayed.
Appears in 5 contracts
Samples: Merger Agreement (Juniper Partners Acquisition Corp.), Merger Agreement (Services Acquisition Corp. International), Merger Agreement (Juniper Partners Acquisition Corp.)
Failure to Defend. If the Representative, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent Parent, at the reasonable cost and expense of the Representative, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Merger Agreement (Israel Technology Acquisition Corp.), Merger Agreement (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Cea Acquisition Corp)
Failure to Defend. If the RepresentativeRepresentatives, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative Representatives shall have the right to approve any settlement, which approval will not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ithaka Acquisition Corp), Merger Agreement (Ithaka Acquisition Corp)
Failure to Defend. If the RepresentativeMembers, promptly after receiving a Notice of Claim, fails fail to defend such Third Party Claim actively and in good faith, Parent will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative Members shall have the right to approve any settlement, which approval will not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Key Hospitality Acquisition CORP), Merger Agreement (Key Hospitality Acquisition CORP)
Failure to Defend. If the RepresentativeStockholder, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative Stockholder shall have the right to approve any settlement, which approval will not be unreasonably delayed, withheld or delayedconditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Endeavor Acquisition Corp.), Agreement and Plan of Reorganization (Endeavor Acquisition Corp.)
Failure to Defend. If the Representative, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent Parent, at the reasonable cost and expense of the Representative, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld withheld, delayed or delayedconditioned.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)
Failure to Defend. If the Representative, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent or Surviving Corp, at the reasonable cost and expense of the Representative, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld withheld, delayed or delayedconditioned.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Trio Merger Corp.)
Failure to Defend. If the Representative, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld or delayed.. 50
Appears in 1 contract
Failure to Defend. If the RepresentativeRepresentative or Parent, as applicable, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, Parent or the Representative, as applicable, at the reasonable cost and expense of the Representative or Parent, as applicable, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative or Parent, as applicable, shall have the right to approve any settlement, which approval will not be unreasonably withheld withheld, delayed or delayedconditioned.
Appears in 1 contract
Failure to Defend. If the Representative, promptly after receiving a Notice of Claim, Representative fails to defend such Third Party Claim actively and in good faithfaith within thirty (30) days after receiving a Notice of Claim, Parent will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld withheld, delayed or delayedconditioned.
Appears in 1 contract
