Right of Parties to Settle or Defend. If the Indemnitor determines to accept the defense of such Claim, the Indemnitee shall have the right to be represented by its own counsel at its own expense, its participation to be subject to the reasonable direction of the Indemnitor, and the Indemnitee shall provide all requested waivers and authorities for the Indemnitor to act on behalf of the Indemnitee. If the Indemnitor fails to undertake the defense of or settle or pay any such third party Claim within 30 days after the Indemnitee has given written notice to the Indemnitor of the Claim, or if the Indemnitor, after having given such notification to the Indemnitee, fails within 30 days to defend, settle or pay such claim, then the Indemnitee may take any and all necessary action to dispose of such Claim; provided, however, that in no event shall the Indemnitee settle such Claim without the prior consent of the Indemnitor as provided in Section 7.06 below.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Primedia Inc), Asset Purchase Agreement (Primedia Inc), Asset Purchase Agreement (Trinity Learning Corp)
Right of Parties to Settle or Defend. If the Indemnitor determines to accept the defense of such Claimclaim, the Indemnitee shall have the right to be represented by its own counsel at its own expense, its participation to be subject to the reasonable direction of the Indemnitor, and the Indemnitee shall provide all requested waivers and authorities for the Indemnitor to act on behalf of the Indemnitee. If the Indemnitor fails to undertake the defense of or settle or pay any such third party Claim claim within 30 days after the Indemnitee has given written notice to the Indemnitor of the Claimclaim, or if the Indemnitor, after having given such notification to the Indemnitee, fails within 30 days to defend, settle or pay such claim, then the Indemnitee may take any and all necessary action to dispose of such Claimclaim; provided, however, that in no event shall the Indemnitee settle such Claim claim without the prior consent of the Indemnitor as provided in Section 7.06 belowIndemnitor.
Appears in 3 contracts
Samples: Stock Purchase Agreement (New York Times Co), Stock Purchase Agreement (Primedia Inc), Stock Purchase Agreement (New York Times Co)
Right of Parties to Settle or Defend. If the Indemnitor determines to accept the defense of such Claimclaim, the Indemnitee shall have the right to be represented by its own counsel at its own expense, its participation to be subject to the reasonable direction of the Indemnitor, and the Indemnitee shall provide all requested waivers and authorities for the Indemnitor to act on behalf of the Indemnitee. If the Indemnitor fails to undertake the defense of or settle or pay any such third party Claim claim within 30 thirty (30) days after the Indemnitee has given written notice to the Indemnitor of the Claimclaim, or if the Indemnitor, after having given such notification to the Indemnitee, fails within 30 thirty (30) days to defend, settle or pay such claim, then the Indemnitee may take any and all necessary action to dispose of such Claimclaim; provided, however, that in no event shall the Indemnitee settle such Claim claim without the prior consent of the Indemnitor as provided in Section 7.06 belowIndemnitor.
Appears in 2 contracts
Samples: Contribution Agreement (Primedia Inc), Stock Purchase Agreement (Primedia Inc)
Right of Parties to Settle or Defend. If the Indemnitor determines to accept the defense of such Claimclaim, the Indemnitor shall be deemed to have acknowledged that such claim is subject to indemnification by the Indemnitor and the Indemnitee shall have the right to be represented by its own counsel at its own expense, its participation to be subject to the reasonable direction of the Indemnitor, and the Indemnitee shall provide all requested waivers and authorities for the Indemnitor to act on behalf of the IndemniteeCompany. If the Indemnitor fails to undertake the defense of or settle or pay any such third party Claim claim within 30 thirty (30) days after the Indemnitee has given written notice to the Indemnitor of the Claimclaim, or if the Indemnitor, after having given such notification to the Indemnitee, fails within 30 thirty (30) days to defend, settle or pay such claim, then the Indemnitee may take any and all necessary action to dispose of such Claimclaim; provided, however, that in no event shall the Indemnitee settle such Claim claim without the prior consent of the Indemnitor as provided in Section 7.06 below.
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Right of Parties to Settle or Defend. If the Indemnitor determines to accept the defense of such Claimclaim, the Indemnitee shall have the right to be represented by its own counsel at its own expense, its participation to be subject to the reasonable direction of the Indemnitor, and the Indemnitee shall provide all requested waivers and authorities for the Indemnitor to act on behalf of the Indemnitee. If the Indemnitor fails to does not undertake the defense of or settle or pay any such third party Claim claim within 30 thirty (30) days after the Indemnitee has given written notice to the Indemnitor of the Claimclaim, or if the Indemnitor, after having given such notification to the Indemnitee, fails within 30 thirty (30) days to defend, settle or pay such claim, then the Indemnitee may take any and all necessary action to dispose of such Claim; provided, however, that in no event shall the Indemnitee settle such Claim without the prior consent of the Indemnitor as provided in Section 7.06 belowclaim.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alloy Inc)
Right of Parties to Settle or Defend. If the Indemnitor determines to accept the defense of such Claimclaim, the Indemnitee shall have the right to be represented by its own counsel at its own expense, its participation to be subject to the reasonable direction of the Indemnitor, and the Indemnitee shall provide all requested waivers and authorities for the Indemnitor to act on behalf of the Indemnitee. If the Indemnitor fails to undertake the defense of or settle or pay any such third party Claim within 30 thirty (30) days after the Indemnitee has given written notice to the Indemnitor of the Claim, or if the Indemnitor, after having given such notification to the Indemnitee, fails within 30 thirty (30) days to defend, settle or pay such claimClaim, then the Indemnitee may take any and all necessary action to dispose of such Claim; provided, however, that in no event shall the Indemnitee settle such Claim without the prior consent of the Indemnitor as provided in Section 7.06 belowIndemnitor.
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