Satisfactory Defense. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.4(b) above: (i) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably); and (ii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably), and any such settlement must include a complete release of the Indemnified Party. The Indemnified Party may in any event retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim.
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Samples: Merger Agreement and Plan of Reorganization (Paincare Holdings Inc), Merger Agreement and Plan of Reorganization (Paincare Holdings Inc), Merger Agreement and Plan of Reorganization (Paincare Holdings Inc)
Satisfactory Defense. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.4(b11.4(b)(i) above: (i) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably); and (ii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably), and any such settlement must include a complete release of the Indemnified Party. The Indemnified Party may in any event retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Paincare Holdings Inc)
Satisfactory Defense. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.4(b) above: (i) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably); and (ii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably), and any such settlement must include a complete release of the Indemnified Party. The Indemnified Party may in any event retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim.. MIA 302723-6.064049.0034
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Paincare Holdings Inc)
Satisfactory Defense. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.4(b13.4(b) above: (i) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably); and (ii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably), and any such settlement must include a complete release of the Indemnified Party. The Indemnified Party may in any event retain separate co-co counsel at its sole cost and expense and participate in the defense of the Third Party Claim.
Appears in 1 contract
