Common use of Indemnifying Party Does Not Conduct Defense Clause in Contracts

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not elect to conduct the Defense of such Third Party Claim, then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party, which expenses shall be reasonable and documented (subject to the other limitations of this Article 8), and the Claiming Party will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).

Appears in 2 contracts

Samples: Asset Purchase Agreement (PreVu, INC), Asset Purchase Agreement (G Iii Apparel Group LTD /De/)

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Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the Defense defense of such Third Party Claim, then the Claiming Party may conduct the Defense defense of such Third Party Claim in any manner that and the Indemnifying Party shall pay the reasonable fees and expenses of the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party, which expenses shall be reasonable and documented (subject to the other limitations of this Article 8)in connection therewith, and the Claiming Party will have the right to may compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NewAge, Inc.), Merger Agreement (New Age Beverages Corp)

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the Defense defense of such Third Party Claim, then the Claiming Party may conduct the Defense defense of such Third Party Claim in any manner that and the reasonable fees and expenses of the Claiming Party reasonably deems appropriate, at the expense of in connection therewith will be paid by the Indemnifying Party, which expenses shall be reasonable and documented (subject to the other limitations of this Article 8), and the Claiming Party will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Winnebago Industries Inc)

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not elect to conduct the Defense of such Third Party Claim, then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party, which expenses shall be reasonable and documented Party (subject to the other limitations of this Article 8)9 and to the extent that the Indemnifying Party is obligated therefor), and the Claiming except that no Party will have the right to (and each Party will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle settle, such Third Party Claim after receiving the without each other Party’s prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned, or delayed).

Appears in 1 contract

Samples: Stock Purchase Agreement (Apogee Enterprises, Inc.)

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Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the Defense of such Third Party Claim, then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party, which expenses shall be reasonable and documented Party (subject to the other limitations of this Article 8), and the Claiming Party will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).

Appears in 1 contract

Samples: Equity Purchase Agreement (Gruma Sab De Cv)

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