Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by Section 8.2(f)(ii) within twenty (20) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 8.2(f)(i), 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 or delayed).
Appears in 3 contracts
Samples: Merger Agreement (Universal American Corp.), Merger Agreement (Universal American Financial Corp), Merger Agreement (Welsh Carson Anderson & Stowe Ix Lp)
Indemnified Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by Section 8.2(f)(ii) 9.2.4.2 within twenty (20) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 8.2(f)(i)9.2.4.1, 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 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 or delayed), and the Indemnifying Party shall be permitted to participate in such defense at its sole cost and expense.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Carmike Cinemas Inc)