Common use of Indemnified Party's Rights Clause in Contracts

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 7, (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to the entry of judgment with respect to the Third Party, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the Third Party Claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ari Network Services Inc /Wi), Asset Purchase Agreement (Ari Network Services Inc /Wi)

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Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 76, (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to the entry of judgment with respect to the Third Party, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the Third Party Claim.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Inforte Corp), Stock Purchase Agreement (Inforte Corp)

Indemnified Party's Rights. Notwithstanding anything Anything in this Article 10 to the contrary in this Article 7notwithstanding, (i) if there is a reasonable probability that the a Third Party Claim may materially and adversely affect the Indemnified Party Party, other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defendparticipate equally with the Indemnifying Party in the defense, compromise or settle the Third Party Claim or consent to the entry settlement of judgment with respect to the such Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the any Third Party Claim, Claim or consent to the entry of any judgment with respect to the Third Party, that which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a full and complete release from all Liability Claims in respect of the such Third Party Claim.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Superior Services Inc)

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 710, (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, Claim and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to the entry of judgment with respect to the Third Party, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the Third Party Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tierone Corp)

Indemnified Party's Rights. Notwithstanding anything Anything in this Section 9.3 to the contrary in this Article 7notwithstanding, (i) if there is a reasonable probability that the a Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the such Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the any Third Party Claim, Claim or consent to the entry of any judgment with respect to the Third Party, that which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability liability in respect of the such Third Party Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Champion Industries Inc)

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 710, (i) if there is a reasonable probability that the any Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defendundertake the control, defense, compromise or settle the and/or settlement of such Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, not settle or compromise the Third Party Claimcompromise, or consent to the entry of judgment with respect to the Third Party, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the any Third Party Claim, without the prior written consent of the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inventure Foods, Inc.)

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Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 710, (i) if there is a reasonable probability that the any Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to the entry of judgment with respect to the any Third PartyParty Claim, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the such Third Party Claim.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Petmed Express Inc)

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 76, (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money paymentspayments or if the Third Party Claim involves a demand for money damages or other money payments that exceed the Indemnifying Party’s then current indemnification obligations under this Article 6 (giving effect to the limitations set forth in this Article 6), then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, Claim and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, not settle or compromise the Third Party Claim, or without the prior written consent to the entry of judgment with respect to the Third Party, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the Third Party Claim(which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Asset Purchase Agreement (Douglas Dynamics, Inc)

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 76, (i) if there is a reasonable probability that the any Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defendundertake and control the defense, compromise or settle the and/or settlement of such Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, not settle or compromise the Third Party Claimcompromise, or consent to the entry of judgment with respect to the to, any Third Party, Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of the such Third Party ClaimClaim without the prior written consent of the Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Steven Madden, Ltd.)

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