Common use of incurred Clause in Contracts

incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (I) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

incurred. Such firm shall be designated in writing by a majority of the HoldersManager authorized to appoint counsel under this Section 8 as set forth in Schedule I hereto,, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). 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 and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Companyyou, in the case of parties indemnified, indemnified pursuant to Section 8(b7(a) hereofabove, and by the Bank, in the case of parties indemnified pursuant to Section 7(b) above. 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 were to be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity to such action or contribution may be or could have been sought hereunder by the indemnified partyclaim), unless such settlement, compromise or judgment (Ii) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter arising out of such action or claim and (IIii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act, by or on behalf of the any indemnified party.

incurred. Such firm shall be designated in writing by a majority of the HoldersManager or the Forward Purchaser, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). 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 and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by a majority of the Holders, in Manager. In the case of any such separate firm for the parties indemnified, pursuant to Section 8(a) hereofCompany, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. 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 and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment settlement (Ii) includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action proceeding and (IIii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the any indemnified party.

incurred. Such firm shall be designated in writing by a majority of the HoldersMorgxx Xxxnxxx & Xo. Incorporated, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). 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 and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such In the case of any such separate firm for the Underwriters, their officers and directors and such control persons of any Underwriters, such firm shall be designated in writing by a majority of the HoldersXxxxxxxxx, in Xxxxxx & Xxxxxxxx Securities Corporation. In the case of any such separate firm for the parties indemnifiedCompany and such directors, pursuant to Section 8(a) hereofofficers and control persons of the Company, and such firm shall be designated in writing by the Company, in . In the case of parties indemnifiedany such separate firm for the Selling Stockholders and such control persons of any Selling Stockholders, pursuant to Section 8(b) hereofsuch firm shall be designated in writing by the Attorneys. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (Ai) effected with its written consent or (Bii) effected without its written consent if the settlement is entered into more than 20 twenty business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (Ii) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (IIii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

incurred. Such Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by a majority the Representatives and any such separate firm for Holdings, its directors and officers and any control persons of the Holders, Holdings shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement requestHoldings. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, party unless such settlement, compromise or judgment settlement includes (Ii) includes an unconditional release of the such indemnified party from all liability on any claims that are or could have been the subject matter of such action and (IIii) does not include a statement as to or an admission of fault, culpability fault or a failure to act, act by or on behalf of any indemnified party. An indemnifying party shall not be required to indemnify an indemnified party hereunder with respect to any settlement or compromise of, or consent to entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder if (i) such settlement, compromise or consent is entered into or made or given by the indemnified partyparty without the consent of the indemnifying party and (ii) the indemnifying party has not unreasonably withheld or delayed any such consent.

incurred. Such firm shall be designated in writing by a majority If any action is brought against any indemnified party and it notifies the indemnifying party of the Holderscommencement thereof, the indemnifying party may participate at its own expense in the case defense of the parties indemnified, pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereofany such action. The indemnifying party may elect to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the indemnified party. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, or (iv) the indemnifying party shall have failed to designate within a reasonable period of time counsel reasonably satisfactory to the indemnified party (in which case the fees and expenses shall be paid as incurred by the indemnifying party). In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, and all such fees and expenses shall be reimbursed as they are incurred. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld. However, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel for which the indemnifying party is obligated under this subsection, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request, and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the . If an indemnifying party assumes the defense of any proceeding, it shall have failed be entitled to comply settle such proceeding with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified partyparty or, effect any if such settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (I) includes provides for an unconditional release of the indemnified party party, in form and substance satisfactory to such indemnified party, and without any admission of fault, culpability or failure to act or on behalf of the indemnified party, from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of faultproceeding, culpability or a failure to act, by or on behalf without the consent of the indemnified party.