Common use of Incorporated Clause in Contracts

Incorporated. In such case involving the Holders and such persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify the indemnified party Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Holderx xxx sxxx Xxxsons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the CompanyIssuers. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by Holders of the Companymajority of Registrable Securities sold pursuant to the Registration Statement. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent butconsent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on or claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could properly have been a party and indemnity could have been sought hereunder by such 18 17 indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such controlling persons who control of Holders, such firm shall be designated in writing by the Majority HoldersHolders of a majority in aggregate principal amount of Registrable Notes. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent butconsent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the 14 16 indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons xxx xxcx Xxxxxns who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the CompanyIssuer and the Parent. The indemnifying party Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify the indemnified party Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the CompanyCompany and the Subsidiary Guarantors. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In the case of any such case involving separate firm for the Holders Company, and such directors, officers and control persons who control Holdersof the Company, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent butconsent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify the indemnified party Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons xxx xxcx Xxxxxns who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify the indemnified party Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons xxx xuxx Xxxxons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the CompanyCompany and the Guarantors. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Incorporated. In such case involving the Holders and such persons Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding.