Common use of Indemnified Person’s Control Clause in Contracts

Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (i) of Section 9.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gsi Technology Inc), Merger Agreement (Mercury Computer Systems Inc)

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Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause sub-section (i) of Section 9.04(bClause 4.4(b), or the evidence contemplated by clause sub-section (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party ClaimClause 4.4(b), within fifteen ninety (1590) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(aClause 4.4(a), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(bClause 4.4(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(dClause 4.4(d), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXClause IV.

Appears in 2 contracts

Samples: Contribution Agreement, Contribution Agreement (OncBioMune Pharmaceuticals, Inc)

Indemnified Person’s Control. If the Indemnifying Party does not deliver Person fails to conduct the notice contemplated by clause (i) defence of Section 9.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, Claim actively and diligently within fifteen (15) 7 days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligentlyClaim, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party Person in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party Person conducts the defense defence of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(bsubclause (b) above is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Party Person will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Person conducts the defense defence of the Third Party Claim pursuant to this Section 9.04(dsubclause (d), the Indemnifying Party Person will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXClause 12.

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Share Purchase Agreement (AGY Holding Corp.)

Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause Section 9.2.5(b) within thirty (i) of Section 9.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (1530) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a)9.2.5(a) or is unable to assume control of the deference for which the Indemnified Person would be entitled to an indemnification hereunder, or otherwise at any time fails (i) the Indemnified Person shall be entitled to conduct have the control over the defense and settlement of the subject matter, (ii) the Indemnifying Party will reasonably cooperate with and make available to the Indemnified Person such assistance and materials as it may reasonably request, and (iii) except for the Excepted Procedural Matters, the Indemnifying Party shall have the right (at its expense) to participate in the defense assist by counsel of its own choosing. If the Indemnified Party defends any Third Party Claim, then (A) the reasonable costs and expenses (including reasonable attorneys’ fees) of defending such Third Party Claim shall be included as Losses, (B) the Indemnified Person shall keep the Indemnifying Party reasonably informed with respect to the Third Party Claim actively and diligently, (C) the Indemnified Person may defend, and may shall obtain the prior written consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event ) before entering into a settlement, adjustment or compromise of such Third Party Claim; provided, that if the Indemnified Person conducts the defense of the Third Party Claim pursuant elects to this Section 9.04(d)enter into a settlement, adjustment or compromise, the Indemnifying Party will (i) advance not be bound to indemnify the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim unless it is otherwise determined to the fullest extent provided in this Article IXbe a proper indemnification claim hereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Providence Service Corp), Membership Interest Purchase Agreement (Molina Healthcare Inc)

Indemnified Person’s Control. If Until the Indemnifying Party does not deliver delivers the notice contemplated by clause (i) of Section 9.04(b), or 7.04(b) and the evidence (if requested by the Indemnified Person) contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a7.04(b), or otherwise or, if such notice and evidence (if so requested) have been so provided, at any time the Indemnifying Party fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defenddefend the Third Party Claim in any manner it may deem appropriate; provided, that the Indemnified Person will not consent to entry of any judgment, or enter into any compromise or settlement, without providing prior written notice of such proposed entry of judgment, compromise or settlement (a “Proposed Settlement Notice”) at least four Business Days before such proposed entry of judgment, compromise or settlement (accompanied by a reasonably detailed description of the same). In the event that the conditions set forth in clauses (i) through (vii) of Section 7.04(b) are capable of satisfaction with respect to the subject Third Party Claim and the Indemnifying Person delivers to the Indemnified Person at any time before the fourth Business Day after the delivery of the Proposed Settlement Notice the notice contemplated by clause (i) of Section 7.04(b) and the evidence (if requested by the Indemnified Person) contemplated by clause (ii) of Section 7.04(b), then the Indemnified Person shall not enter into any judgment, compromise or settlement of the subject Third Party Claim and, subject to the other limitations of this Section 7.04, the Indemnifying Party shall assume defense of such Third Party Claim. In the event that the conditions set forth in clauses (i) through (vii) of Section 7.04(b) are capable of satisfaction with respect to the subject Third Party Claim and the Indemnifying Party fails to assume the claim at any time before the fourth Business Day after the delivery of the Proposed Settlement Notice (as described in the previous sentence), the Indemnified Person may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner matter it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such In any event that the notice contemplated by clause (i) of Section 7.04(b) is delivered and the evidence (if requested by the Indemnified Person) contemplated by clause (ii) of Section 7.04(b) is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b7.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, defend the Third Party Claim; provided, that the Indemnifying Party Indemnified Person will not be bound by consent to the entry of any such judgment consented tojudgment, or enter into any such compromise or settlement effectedsettlement, without its the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed)) of the Indemnifying Party. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d7.04(d), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXARTICLE VII.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Kohlberg Capital CORP), Purchase and Sale Agreement (Kohlberg Capital CORP)

Indemnified Person’s Control. If the Indemnifying Party Person does not deliver the notice contemplated by clause (i) of Section 9.04(ba), or the evidence contemplated by clause (ii) b), of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, 8.6.2 within fifteen (15) 15 days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a)Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and provided, however, the Indemnified Person need not shall consult with, or with and obtain any prior consent from, the Indemnifying Party Person in connection therewith, which consent shall not be unreasonably withheld). If such notice and evidence is given on a timely basis and the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) 8.6.2 is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; Claim (provided, that however, the Indemnified Person shall consult with and obtain prior consent from, the Indemnifying Party will not be bound by the entry of any such judgment consented toPerson in connection therewith, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d)8.6.4, the Indemnifying Party Person will (ia) advance pay the Indemnified Person promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iib) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXSection 8.

Appears in 1 contract

Samples: Stock Purchase Agreement (PBSJ Corp /Fl/)

Indemnified Person’s Control. If If: (i) the Indemnifying Party does not deliver the notice contemplated by clause Section 9.2.6(b) within thirty (i) of Section 9.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (1530) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a9.2.6(a), (ii) the Indemnifying Party is not entitled to assume, or otherwise at any time fails does not reasonably promptly assume and continue to conduct pursue the defense of of, the Third Party Claim actively following notice of such election, (iii) a Parent Indemnified Person is the Indemnified Person and diligentlythe anticipated Losses in respect of such Third Party Claim would, or would reasonably be expected to, exceed the then-remaining balance of the applicable cap on liability set forth in Section 9.2.4 of this Agreement (reduced by the aggregate amount of all pending claims against it), (iv) the Third Party Claim involves any violation of any Legal Requirement or is brought by a Governmental Authority, (v) the Third Party Claim seeks injunctive or other nonmonetary relief against the Indemnified Person or (vi) the Third Party Claim relates to potential criminal liability, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and at the Indemnified Person need not consult with, or obtain any consent from, expense of the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party ClaimParty; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d), and the Indemnifying Party will (i) advance cooperate in good faith in all reasonable respects with the conduct of such defense by the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees shall be permitted to participate in such defense at its sole cost and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXexpense.

Appears in 1 contract

Samples: Merger Agreement (Providence Service Corp)

Indemnified Person’s Control. If the Indemnifying Party Person does not deliver the notice contemplated by clause (i) of Section 9.04(ba), or the evidence contemplated by clause (ii) b), of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, 9.4.2 within fifteen (15) 15 days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a)Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and with the Indemnified Person need not consult with, or obtain any consent from, of the Indemnifying Party in connection therewith)Person, which consent shall not be unreasonably withheld, conditioned or delayed. If such notice and evidence is given on a timely basis and the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) 9.4.2 is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that Claim with the consent of the Indemnifying Party will not be bound by the entry of any such judgment consented toPerson, or any such compromise or settlement effected, without its prior written consent (which consent will shall not be unreasonably withhelddelayed, conditioned or delayed)withheld. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d)9.4.4, the Indemnifying Party Person will (ia) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iib) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXSection 9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amaya Inc.)

Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (i) that it intends to assume the defense of Section 9.04(b)the Indemnified Person, or the evidence contemplated by clause (ii) of the second sentence of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim9.3.2, within fifteen ten (1510) days Business Days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a)Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligentlyClaim, the Indemnified Person may defendmay, upon prior written notice to the Indemnifying Party, defend and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem reasonably appropriate (and the Indemnified Person need not shall consult with, or obtain any consent from, with the Indemnifying Party in connection therewith). If such notice , and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may will not consent to the entry of any judgment or enter into any compromise or settlement with respect to, to the Third Party Claim; provided, that Claim without the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (of the Indemnifying Person, which consent will not be unreasonably withheld, conditioned delayed or delayedconditioned). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d)9.3.4, the Indemnifying Party will (ia) advance reimburse the Indemnified Person reasonably promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iib) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXARTICLE 9.

Appears in 1 contract

Samples: Merger Agreement (Wright Medical Group Inc)

Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (iSection 9.04(b)(i) of Section 9.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a), or otherwise at any time fails to diligently conduct the defense of the Third Party Claim actively and diligentlyor is not entitled to conduct the defense of the Third Party Claim, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith); provided, that the Indemnifying Party will not be bound by the entry of any such judgment or any compromise or settlement consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX.. For the avoidance of doubt, this Section 9.04 shall not apply to Taxes, which will be governed exclusively by Article X.

Appears in 1 contract

Samples: Merger Agreement (American Well Corp)

Indemnified Person’s Control. If the Indemnifying Party Person does not deliver the notice contemplated by clause (ia) of Section 9.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, 9.5.2 within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a)Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligentlydiligently or is or becomes unable to conduct the defense of the Third Party Claim pursuant to Section 9.5.2, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party Person in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) 9.5.2 is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that for purposes of determining whether the Indemnified Person is entitled to indemnification hereunder, the Indemnifying Party Person will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d)9.5.4, the Indemnifying Party Person will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX9.

Appears in 1 contract

Samples: Asset Purchase Agreement (INVO Bioscience, Inc.)

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Indemnified Person’s Control. If Subject to the terms of the RWI Policy, if the Indemnifying Party does not deliver on a timely basis the notice contemplated by clause (ia) of Section 9.04(b)8.3.2, or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a), or otherwise at any time fails to conduct the defense of the Third a Third-Party Claim actively and diligentlydiligently or is or becomes unable to conduct the defense of a Third-Party Claim pursuant to Section 8.3.2, the Indemnified Person Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Third-Party Claim in any manner it may deem appropriate (and the Indemnified Person Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given by the Indemnifying Party on a timely basis and the Indemnifying Party conducts the defense of the Third a Third-Party Claim actively and diligently but any of the other conditions in Section 9.04(b) 8.3.2 is or becomes unsatisfied, the Indemnified Person Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Third-Party Claim; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person Party 96760364_21 conducts the defense of the Third a Third-Party Claim pursuant to this Section 9.04(d)8.3.4, the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Third-Party Claim to the fullest extent provided in this Article IX8.

Appears in 1 contract

Samples: Stock Purchase Agreement (Novanta Inc)

Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (i) of Section 9.04(b10.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim10.04(b), within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a10.04(a), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b10.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d10.04(b), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX.X.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thor Industries Inc)

Indemnified Person’s Control. If the Indemnifying Party Person does not deliver the notice contemplated by clause (i) of Section 9.04(ba), or the evidence contemplated by clause (ii) b), of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, 9.5.2 within fifteen 10 (15ten) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a)Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and with the Indemnified Person need not consult with, or obtain any consent from, of the Indemnifying Party in connection therewith)Person, which consent shall not be unreasonably delayed, conditioned or withheld. If such notice and evidence is given on a timely basis and the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) 9.5.2 is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that Claim with the consent of the Indemnifying Party will not be bound by the entry of any such judgment consented toPerson, or any such compromise or settlement effected, without its prior written consent (which consent will shall not be unreasonably withhelddelayed, conditioned or delayed)withheld. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d)9.5.4, the Indemnifying Party Person will (ia) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iib) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXSection 9.

Appears in 1 contract

Samples: Merger Agreement (Mastec Inc)

Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (i) of Section 9.04(b10.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim10.04(b), within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a10.04(a), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b10.04(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which unless such consent will not be is unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d10.04(d), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX.ARTICLE X.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carters Inc)

Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause sub-section (i) of Section 9.04(bClause 4.4(b), or the evidence contemplated by clause subsection (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party ClaimClause 4.4(b), within fifteen ninety (1590) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(aClause 4.4(a), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(bClause 4.4(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(dClause 4.4(d), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXClause IV.

Appears in 1 contract

Samples: Contribution Agreement (OncBioMune Pharmaceuticals, Inc)

Indemnified Person’s Control. If the Indemnifying Party Person does not deliver the notice contemplated by clause (i) of Section 9.04(b), or the evidence contemplated by clause 5.5(b) within twenty (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (1520) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 9.04(a)Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may, without waiving any right that the Indemnified Person may have against the Indemnifying Person for indemnification, defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and with the Indemnified Person need not consult with, or obtain any consent from, of the Indemnifying Party in connection therewith)Person, which consent shall not be unreasonably withheld, conditioned or delayed. If such notice and evidence is given on a timely basis and the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b5.5(b) is or becomes unsatisfied, the Indemnified Person may, without waiving any right that the Indemnified Person may have against the Indemnifying Person for indemnification, defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that Claim with the consent of the Indemnifying Party will not be bound by the entry of any such judgment consented toPerson, or any such compromise or settlement effected, without its prior written consent (which consent will shall not be unreasonably withhelddelayed, conditioned or delayed)withheld. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d5.5(d), the Indemnifying Party will Person shall (i) unless the Indemnifying Person is in good faith contesting whether such Third Party Claim is valid or would result in indemnifiable Losses pursuant to this Agreement, advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IXSection 5.

Appears in 1 contract

Samples: Merger Agreement (Opko Health, Inc.)

Indemnified Person’s Control. If (i) the Indemnifying Person with respect to a Third Party Claim does not deliver written notice to the notice contemplated by clause Indemnified Person within sixty (i) of Section 9.04(b), or the evidence contemplated by clause (ii) of Section 9.04(b) or is not otherwise entitled under Section 9.04(b) to assume the defense of a Third Party Claim, within fifteen (1560) days after the Indemnified Person has given notice of the Third Party Claim pursuant that the Indemnifying Person will indemnify the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim; (ii) any of the Assumption Conditions cease to Section 9.04(a), be met at any time with respect to a Third Party Claim; or (iii) the Indemnifying Person otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and with the Indemnified Person need not consult with, or obtain any consent from, of the Indemnifying Party in connection therewith)Person, which consent shall not be unreasonably delayed, conditioned or withheld. If such notice and evidence is given on a timely basis and the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.04(b) 7.4.2 is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that Claim with the consent of the Indemnifying Party will not be bound by the entry of any such judgment consented toPerson, or any such compromise or settlement effected, without its prior written consent (which consent will shall not be unreasonably withhelddelayed, conditioned or delayed)withheld. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.04(d)7.4.4, the Indemnifying Party Person will (ia) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iib) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vapor Corp.)

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