Common use of Limitations on Indemnifying Party Control Clause in Contracts

Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements or the rights of any Person.

Appears in 3 contracts

Samples: Contribution Agreement (OncBioMune Pharmaceuticals, Inc), www.sec.gov, Contribution Agreement (OncBioMune Pharmaceuticals, Inc)

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Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless Person, which consent shall not be unreasonably withheld, conditioned or delayed, unless, subject to the other terms hereof, such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person Persons from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements Legal Requirements or the rights of any Person and no effect on any other claims that may be made against the Indemnified Person.

Appears in 2 contracts

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

Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements Legal Requirements or the rights of any Person and no effect on any other claims that may be made against the Indemnified Person.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Thor Industries Inc), Agreement and Plan of Merger (Mercury Computer Systems Inc)

Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person Persons from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements Legal Requirements or the rights of any Person and no effect on any other claims that may be made against the Indemnified Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Healthsouth Corp)

Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person Persons from all liabilities arising or relating to, or Liabilities in connection with, the respect of such Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements Legal Requirements or the rights of any Person and no effect on any other claims that may be made against the Indemnified Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Well Corp)

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Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements Law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioverativ Inc.)

Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements applicable Legal Requirements or the rights of any Person and no effect on any other claims that may be made against the Indemnified Person.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carters Inc)

Limitations on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements or the rights of any Person.50

Appears in 1 contract

Samples: Stock Purchase Agreement (Gsi Technology Inc)

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