Settlement of Proceedings. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Proceeding effected without the Company’s prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any costs on Indemnitee without Indemnitee’s prior written consent.
Appears in 5 contracts
Samples: Indemnification Agreement (Zeo Energy Corp.), Indemnification Agreement (ESGEN Acquisition Corp), Form of Indemnification Agreement (Zoomcar Holdings, Inc.)
Settlement of Proceedings. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Proceeding effected without the Company’s 's prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any costs on Indemnitee without Indemnitee’s 's prior written consent.
Appears in 2 contracts
Samples: Indemnification Agreement (PSQ Holdings, Inc.), Indemnification Agreement (Foxo Technologies Inc.)
