Common use of Indemnified Party's Rights Clause in Contracts

Indemnified Party's Rights. Anything in this Section 8.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments which are less than $10,000,000, the Indemnified Party shall have the right to defend, compromise or settle such Claim and (ii) with respect to matters involving third party claimants or plaintiffs, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment 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 in respect of such Claim.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Fiskars Oy Ab), Stock Purchase Agreement (Exide Electronics Group Inc)

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Indemnified Party's Rights. Anything in this Section 8.3 Article 6 to the contrary notwithstanding, (i) except for a Claim based upon any matter disclosed in Schedule 3.9, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments which are less than $10,000,000payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim Claim, and (ii) with respect to matters involving third party claimants or plaintiffs, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment 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 such Claim.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Abr Information Services Inc), Agreement and Plan of Reorganization (Abr Information Services Inc)

Indemnified Party's Rights. Anything in this Section 8.3 10 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments which are less than $10,000,000payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and (ii) with respect to matters involving third party claimants or plaintiffs, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment 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 such Claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Entrade Inc)

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Indemnified Party's Rights. Anything in this Section 8.3 Article 7 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments which are less than $10,000,000payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim (but only after first notifying the Indemnifying Party in writing of its intention to do so), and (ii) with respect to matters involving third party claimants or plaintiffs, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment 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 such Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Coast Distribution System Inc)

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