Appears in 31 contracts

Samples: Stock Purchase Agreement (NI Holdings, Inc.), Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.)

Appears in 26 contracts

Samples: Asset Purchase Agreement (Super League Gaming, Inc.), Asset Purchase Agreement (Beam Global), Stock Purchase Agreement (Bio Key International Inc)

Appears in 14 contracts

Samples: Stock Purchase Agreement (American International Holdings Corp.), Stock Purchase Agreement (Cosmos Health Inc.), Stock Purchase Agreement (MedMen Enterprises, Inc.)

Appears in 9 contracts

Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 8 contracts

Samples: Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.)

Appears in 7 contracts

Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc), Stock Purchase Agreement (Ideanomics, Inc.), Asset Purchase Agreement (HireQuest, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim ~~and~~ and, in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 7 contracts

Samples: Share Purchase Agreement (Fast Track Solutions, Inc.), Share Purchase Agreement (Catapult Solutions, Inc.), Share Purchase Agreement (Business Solutions Plus, Inc.)

Appears in 7 contracts

Samples: Asset Purchase Agreement (Hudson Global, Inc.), Asset Purchase Agreement, Agreement and Plan of Merger (CardConnect Corp.)

Appears in 7 contracts

Samples: Asset Purchase Agreement (Kindcard, Inc.), Stock Purchase Agreement (LifeMD, Inc.), Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)

Appears in 6 contracts

Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 6 contracts

Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 6 contracts

Samples: Membership Interest Purchase Agreement (Novo Integrated Sciences, Inc.), Membership Interest Exchange Agreement (Sollensys Corp.), Share Exchange Agreement (W Technologies, Inc.)

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Assignment and Assumption Agreement (American Brewing Company, Inc.), Asset Purchase Agreement (American Brewing Company, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 5 contracts

Samples: Asset Purchase Agreement (Comstock Holding Companies, Inc.), Asset Purchase Agreement (ARC Group Worldwide, Inc.), Asset Purchase Agreement (Inuvo, Inc.)

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Asset Purchase Agreement (Patrick Industries Inc), Agreement and Plan of Merger

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Northwest Pipe Co), Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~9.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ objects to ~~consent~~ such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party ~~fails to consent~~ consents to such firm offer ~~and also fails to assume defense of such Third Party Claim,~~ the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~9.03(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Exchange Agreement (MDWerks, Inc.), Exchange Agreement (Credex Corp), Exchange Agreement (Credex Corp)

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~9.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Merger Agreement (Sollensys Corp.), Stock Purchase Agreement (HeartCore Enterprises, Inc.), Merger Agreement (Sollensys Corp.)

Appears in 4 contracts

Samples: Employment Agreement (Turning Point Brands, Inc.), Agreement and Plan of Merger (Kush Bottles, Inc.), Asset Purchase Agreement (Dynatronics Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement, Purchase and Sale Agreement

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the ~~prior~~ advance written consent of the Indemnified ~~Party~~Party (which consent the Indemnified Party shall not unreasonably withhold, delay, or condition), except as provided in this Section ~~8.05(b~~9.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with ~~such Third~~ the Third-Party Claim and the Indemnifying Party desires to accept and agree to ~~such~~ the offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to ~~such firm~~ the settlement offer within ten days after its receipt of ~~such~~ the notice, the Indemnified Party may continue to contest or defend ~~such Third~~ the Third-Party ~~Claim~~ Claim, and in such event, the maximum liability of the Indemnifying Party as to ~~such Third~~ the Third-Party Claim ~~shall~~ will not exceed the amount of ~~such~~ the settlement offer. If the Indemnified Party fails to consent to ~~such firm~~ the settlement offer and also fails to assume defense of ~~such Third~~ the Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in ~~such firm offer to settle such Third Party Claim. If~~ the ~~Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any~~ settlement ~~without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)~~offer.

Appears in 4 contracts

Samples: Framework Agreement (Via Optronics AG), Framework Agreement (Via Optronics AG), Framework Agreement (Via Optronics AG)

Appears in 4 contracts

Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)

Settlement of Third Party Claims. ~~Notwithstanding~~ If the Indemnifying Party does not elect to assume control of the defense of any ~~other provision~~ Third Party Claim or, after request by the Indemnified Party, fails to do so, the Indemnified Party shall have (but shall not otherwise have) the exclusive right to contest, settle or pay the amount claimed and any Losses incurred by the Indemnified Party in connection with such contest, settlement or payment shall be conclusive as to the existence and amount of ~~this Agreement~~any liability of the Indemnifying Party to the Indemnified Party hereunder. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not ~~enter into settlement of~~ settle any Third Party Claim without the ~~prior~~ written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, however, that (a) no Indemnified Party shall be obligated to consent to any compromise or settlement that does not provide for a complete release of the Claim against the Indemnified Party, and (b) the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason other than the failure of such settlement to conform to the requirements of the preceding clause (a).

Appears in 4 contracts

Samples: License and Distribution Agreement (Cypress Bioscience Inc), License and Distribution Agreement (Cypress Bioscience Inc), License and Distribution Agreement (Cypress Bioscience Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ consents to ~~consent~~ such firm offer the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party objects to such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~8.03(b), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Stock Exchange Agreement (Reliance Global Group, Inc.), Option Agreement (Bitech Technologies Corp), Warrant Exchange Agreement (Harmony Energy Technologies Corp)

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~5.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ consents to ~~consent~~ such firm offer the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party objects to such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~5.04(b), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Asset Purchase Agreement (MDWerks, Inc.), Product Purchase Agreement (Sustainable Green Team, Ltd.), Asset Purchase Agreement (MDWerks, Inc.)

Appears in 3 contracts

Samples: Share Purchase Agreement (Super League Gaming, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sprague Resources LP), Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP)

Appears in 3 contracts

Samples: Contribution Agreement and Plan of Merger (Alliqua BioMedical, Inc.), Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~10.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~10.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Guaranty Agreement (Green Plains Inc.), Guaranty Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third Party~~ Third-party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a ~~Third Party~~ Third-party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third Party~~ Third-party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third Party~~ Third-party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third Party~~ Third-party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third Party~~ Third-party Claim, the Indemnifying Party may settle the ~~Third Party~~ Third-party Claim upon the terms set forth in such firm offer to settle such ~~Third Party~~ Third-party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, delayed, denied, or ~~delayed~~conditioned).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (VNUE, Inc.), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Enservco Corp), Stock Purchase Agreement (Escalon Medical Corp), Stock Purchase Agreement (ERBA Diagnostics, Inc.)

Appears in 3 contracts

Samples: Stock Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Hooker Furniture Corp)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the~~ The Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Martin Midstream Partners Lp), Purchase Agreement (Endo International PLC), Purchase Agreement (Boston Scientific Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC), Membership Interest Purchase Agreement (Leidos, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~6.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ consents to ~~consent~~ such firm offer the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party objects to such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~6.04(b), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Certain Confidential (McQueen Labs Series, LLC), Certain Confidential (McQueen Labs Series, LLC), Certain Confidential (McQueen Labs Series, LLC)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.5(b), which consent shall not be unreasonably withheld, delayed or conditioned. If a firm offer is made to settle a Third Party Claim without leading to ~~liability~~ liability, admission of guilt or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Investment Agreement (MedMen Enterprises, Inc.), Investment Agreement, Investment Agreement

Appears in 3 contracts

Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc), Share Purchase Agreement (W P Carey & Co LLC), Asset Purchase Agreement (Accuride Corp)

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Trans Lux Corp), Asset Purchase Agreement (Trans Lux Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~8.04(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give prompt written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ fifteen (15) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

Appears in 3 contracts

Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Agreement and Plan of Reorganization (Development Capital Group, Inc.), Membership Interest Purchase Agreement (Big Sky Productions, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~10.02(b). If ~~a firm~~ an offer is made to settle a Third Party Claim ~~without leading~~ (a “Proposed Settlement”) and such offer would not lead to liability or the creation of a financial or other obligation ~~on the part~~ of the Indemnified Party and ~~provides, in customary form,~~ such offer provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party ~~Claim~~ Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten ~~days after its~~ (10) Business Days of receipt of such notice, then the Indemnified Party may ~~continue to~~ contest or defend such Third Party Claim ~~and~~ and, in such event, the maximum liability of the Indemnifying Party as with respect to such Third Party Claim shall not exceed the amount of such ~~settlement offer~~Proposed Settlement. If the Indemnified Party fails to consent to such ~~firm offer~~ Proposed Settlement and also fails to assume defense of such Third Party Claim, then the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such ~~firm offer to settle such Third Party Claim~~Proposed Settlement. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~10.02(a), it shall not agree to any ~~settlement~~ Proposed Settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.), Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.), Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the ~~Indemnifying Party shall~~ Indemnitor will not enter into settlement of any Third Party Claim without the prior written consent of the ~~Indemnified Party~~Indemnitee (which consent will not be unreasonably withheld, conditioned or delayed), except as provided in this Section ~~8.05(b~~8.4(b). If ~~a firm~~ an offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the ~~Indemnified Party~~ Indemnitee and ~~provides, in customary form,~~ provides for the unconditional release of each ~~Indemnified Party~~ Indemnitee from all liabilities and obligations in connection with such Third Party Claim and the ~~Indemnifying Party~~ Indemnitor desires to accept and agree to such offer, the ~~Indemnifying Party shall~~ Indemnitor will give written notice to that effect to the ~~Indemnified Party~~Indemnitee. If the ~~Indemnified Party~~ Indemnitee fails to consent to such ~~firm~~ offer within ten ~~days~~ Business Days after its receipt of such notice, the ~~Indemnified Party~~ Indemnitor may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the ~~Indemnifying Party~~ Indemnitor as to such Third Party Claim ~~shall~~ will not exceed the amount of such settlement offer. If the ~~Indemnified Party~~ Indemnitee fails to consent to such ~~firm~~ offer and also fails to assume defense of such Third Party Claim, the ~~Indemnifying Party~~ Indemnitor may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Derma Sciences, Inc.), Agreement and Plan of Merger (Derma Sciences, Inc.), Agreement and Plan of Merger (Derma Sciences, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the Indemnifying~~ (i) Any Indemnified Party shall ~~not enter into settlement~~ have the right to employ separate counsel and to participate in the defense of any Third Party Claim ~~without~~ (including any Tax Contest), but the ~~prior written consent~~ fees and expenses of such counsel shall not be at the ~~Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation~~ expense of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party ~~desires to accept and agree to such offer,~~ unless (A) the Indemnifying Party shall ~~give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice~~have failed, ~~the Indemnified Party may continue to contest~~ or ~~defend such Third Party Claim and in such event~~is not entitled, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume the defense of such Third Party ~~Claim~~Claim in accordance with Section 7.05(a), (B) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party ~~may settle~~ or (C) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or are available to the Indemnifying Party but the assertion of which would be adverse to the interests of the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim ~~upon~~ in good faith, the ~~terms set forth in such firm offer to~~ Indemnified Party shall not pay or settle any such Third Party Claim. If Notwithstanding the foregoing, the Indemnified Party ~~has assumed~~ shall have the ~~defense pursuant~~ right to ~~Section 8.05(a),~~ pay or settle any such Third Party Claim; provided that in such event it shall ~~not agree~~ waive any right to ~~any settlement without the written consent of~~ indemnity therefor by the Indemnifying Party ~~(which consent~~ for such Third Party Claim unless the Indemnifying Party shall ~~not be unreasonably withheld~~ have consented to such payment or ~~delayed)~~settlement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement (Joe's Jeans Inc.), Asset Purchase Agreement

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.6(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.6(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement, Purchase and Sale Agreement

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (R F Industries LTD)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Agreement (Sugarmade, Inc.), Merger Agreement (Cen Biotech Inc), Merger Agreement (Healthcare Solutions Management Group, Inc.)

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Appears in 3 contracts

Samples: Stock Purchase Agreement (Clearone Inc), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement,~~ If an Indemnifier elects to assume the ~~Indemnifying Party shall not enter into settlement~~ -------------------------------- defence of any Third Party Claim ~~without~~ as provided in Section 5.4 hereof, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence thereof. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 calendar days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, ~~except as provided in this Section 8.05(b)~~the Indemnifier shall not enter into any compromise or settlement of any Third Party Claim which would lead to liability or create any financial or other material obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party ~~and provides, in customary form,~~ for which the ~~unconditional release of each~~ Indemnified Party ~~from all liabilities and obligations in connection with such Third Party Claim~~ is not entitled to indemnification hereunder and the ~~Indemnifying Party~~ Indemnifier desires to accept ~~and agree to~~ such offer, the ~~Indemnifying Party~~ Indemnifier shall give written notice to ~~that effect to~~ the Indemnified ~~Party~~Party to that effect. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ 30 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim ~~and~~ and, in such event, the maximum liability of the ~~Indemnifying Party as~~ Indemnifier with respect to such Third Party Claim shall ~~not exceed~~ be (a) the amount of ~~such~~ the offer of settlement ~~offer. If~~ which the Indemnified Party ~~fails~~ refused to ~~consent~~ accept plus the costs and expenses of the Indemnified Party prior to the date the Indemnifier notifies the Indemnified Party of the offer of settlement and (b) the actual out-of-pocket amount the Indemnified Party is obligated to pay as a result of continuing to pursue such ~~firm offer and also fails~~ matter, whichever is the lesser. An Indemnifier shall be entitled to ~~assume defense~~ recover from the Indemnified Party any additional expenses incurred by such Indemnifier as a result of the decision of the Indemnified Party to contest or defend such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement (Bid Com International Inc), Agreement (Bid Com International Inc)

Appears in 2 contracts

Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~6.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a)~~6.05, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Famous Daves of America Inc), Asset Purchase Agreement (Famous Daves of America Inc)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Upexi, Inc.), Securities Purchase Agreement (Upexi, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~9.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (American Midstream Partners, LP), Membership Interest Purchase Agreement (Green Plains Inc.)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the~~ The Indemnifying Party shall not ~~enter into settlement of~~ be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without ~~the~~ its prior written consent. In such connection, if the Indemnified Party shall receive from a Third Party or if the Indemnified Party shall propose to make to a Third Party an offer of settlement of such Third Party Claim (a "Settlement Offer"), the Indemnified Party shall notify the Indemnifying Party of such Settlement Offer promptly upon receipt thereof from the Third Party and reasonably in advance of responding thereto, or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related supporting documentation reasonably required to enable the Indemnifying Party to assess the relative merits of the Settlement Offer. At the reasonable request of either of the parties, the parties will consult in good faith with respect to any such Settlement Offer. The Indemnifying Party shall then determine in the exercise of its own reasonable business judgment whether or not to consent of to the Settlement Offer. If a Settlement Offer is received, which the Indemnifying Party, but not the Indemnified Party, ~~except as provided in this Section 8.05(b). If a firm offer~~ is ~~made~~ willing to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such noticeaccept, the Indemnified Party may elect to continue ~~to contest or defend~~ the defense of such ~~Third Party Claim and~~ claim at its own expense, in ~~such event,~~ which case the ~~maximum~~ liability of the Indemnifying Party shall be limited to the lesser of: (i) Damages calculated as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle if the Third Party Claim ~~upon~~ were settled in accordance with the ~~terms set forth in such firm offer to settle such~~ proposed Settlement Offer, and (ii) the Damages actually suffered by the Indemnified Party taking into account the final determination of the Third Party Claim. ~~If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of~~ The failure by the Indemnifying Party to respond in writing to a written request for consent to a Settlement Offer for a period of more than ten (~~which~~ 10) Business Days after receipt of such request by the Indemnifying Party shall be deemed a consent ~~shall not be unreasonably withheld or delayed)~~by the Indemnifying Party to such request.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Paradigm Geophysical LTD), Securities Purchase Agreement (General Geophysics Co)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party,~~ Party except as provided in this Section ~~8.05(b~~7.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of ~~each~~ the Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ twenty (20) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.04(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding~~ If the Indemnifying Party does not elect to assume control of the defence of any ~~other provision~~ Third Party Claim or, after request by the Indemnified Party, fails to do so, the Indemnified Party shall have (but shall not otherwise have) the exclusive right to contest, settle or pay the amount claimed and any Losses incurred by the Indemnified Party in connection with such contest, settlement or payment shall be conclusive as to the existence and amount of ~~this Agreement~~any liability of the Indemnifying Party to the Indemnified Party hereunder. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not ~~enter into settlement of~~ settle any Third Party ~~Claim~~ Claim, without the ~~prior~~ written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, however, that (A) no Indemnified Party shall be obligated to consent to any compromise or settlement that does not provide for a complete release of the Claim against the Indemnified Party, and (B) the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason other than the failure of such settlement to conform to the requirements of the preceding clause (A).

Appears in 2 contracts

Samples: License Agreement (Hemosol Corp), Alliance Agreement (Hemosol Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~9.05(b). If a firm offer is made to settle a Third Party Claim without leading to ~~liability~~ liability, the finding or admission of wrongdoing, or the creation of a financial or other obligation (including any equitable remedies) on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Hospital Asset Purchase Agreement, Hospital Asset Purchase Agreement

Appears in 2 contracts

Samples: Share Purchase Agreement (Cerberus Cyber Sentinel Corp), Stock Purchase Agreement (Cerberus Cyber Sentinel Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party ~~Claim~~Claim without the prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the ~~Indemnifying Party~~ Company shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.02(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the ~~Indemnifying Party~~ Company desires to accept and agree to such offer, the ~~Indemnifying Party~~ Company shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ objects to ~~consent~~ such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the ~~Indemnifying Party~~ Company as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party ~~fails to consent~~ consents to such firm offer ~~and also fails to assume defense of such Third Party Claim,~~ the ~~Indemnifying Party~~ Company may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.02(a), it the Indemnified Party shall not agree to any settlement without the written consent of the ~~Indemnifying Party~~ Company (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Grom Social Enterprises, Inc.)

Appears in 2 contracts

Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)

Appears in 2 contracts

Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)

Appears in 2 contracts

Samples: Purchase Agreement (STRATA Skin Sciences, Inc.), Asset Purchase Agreement (Ra Medical Systems, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b)~~8.5. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person's business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a),~~ 8.4(a) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bendele Phillip), Agreement and Plan of Merger (Inotiv, Inc.)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cannabis Global, Inc.), Stock Purchase Agreement (Discovery Gold Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section ~~8.05(b~~9.06(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.06(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (PAE Inc), Stock Purchase Agreement (PAE Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Person (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~8.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified ~~Party~~ Person and provides, in customary form, for the unconditional release of each Indemnified ~~Party~~ Person from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified ~~Party~~Person. If the Indemnified ~~Party~~ Person fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified ~~Party~~ Person may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified ~~Party~~ Person fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified ~~Party~~ Person has assumed the defense pursuant to Section ~~8.05(a~~8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hightimes Holding Corp.), Agreement and Plan of Merger (Hightimes Holding Corp.)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement~~If the Indemnitor and the applicable third party wish to settle, or consent to the ~~Indemnifying Party shall not enter into settlement~~ entry of any ~~Third~~ judgment with respect to, a Third-Party Claim ~~without~~ and the ~~prior written consent of~~ proposed settlement or judgment (i) does not include any monetary damages payable by the Indemnified ~~Party~~Party and provides for the payment by the Indemnitor of money as sole relief for the claimant, ~~except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation~~ (ii) does not include any restriction on the ~~part~~ operations of the Indemnified Party and does not subject the Indemnified Party to any equitable relief, (iii) involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (iv) provides, in customary form, for the unconditional release of ~~each~~ the Indemnified Party from all liabilities ~~and obligations~~ in connection with such ~~Third~~ Third-Party ~~Claim and the Indemnifying Party desires to accept and agree to such offer~~Claim, the ~~Indemnifying Party~~ Indemnitor shall give written notice to that effect to the Indemnified Party and the Indemnitor may settle, or consent to the entry of a judgment with respect to, such Third-Party Claim without the Indemnified Party’s consent. If the ~~Indemnified Party~~ Indemnitor does not deliver the notice contemplated by Section 9.4(a)(i), or otherwise at any time fails to ~~consent to such firm offer within ten days after its receipt~~ conduct the defense of ~~such notice~~the Third-Party Claim actively and diligently, the Indemnified Party may ~~continue~~ defend, and may consent to ~~contest~~ the entry of any judgment or ~~defend such Third~~ enter into any compromise or settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and ~~in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If~~ the Indemnified Party ~~fails to~~ need not consult with, or obtain any consent ~~to such firm offer and also fails to assume defense of such Third Party Claim~~from, the Indemnifying Party ~~may settle~~ in connection therewith). If such notice is given on a timely basis and the Indemnitor conducts the defense of the Third Party Claim ~~upon~~ actively and diligently but any of the ~~terms set forth~~ conditions in ~~such firm offer to settle such Third Party Claim. If~~ clauses (ii), (iii), (iv), or (v) of Sections 9.4(a) is or becomes unsatisfied, the Indemnified Party ~~has assumed~~ may defend, and may consent to the ~~defense pursuant to Section 8.05(a)~~entry of any judgment or enter into any compromise or settlement with respect to, ~~it shall not agree to~~ the Third-Party Claim; provided, that the entry of any such judgment consented to, or any such compromise or settlement effected, without ~~the~~ Seller’s prior written consent ~~of the Indemnifying Party~~ (which consent will not be unreasonably withheld, conditioned or delayed) shall not be ~~unreasonably withheld~~ binding on Seller and shall have no dispositive effect with respect to whether or ~~delayed)~~not Seller has any obligation (or the amount of any obligation) hereunder or otherwise with respect thereto.

Appears in 2 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Bankrate, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (XLR Medical Corp.), Membership Interest Purchase Agreement (Finjan Holdings, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~11.04(c). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~11.04(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Business Combination Agreement (MedMen Enterprises, Inc.), Business Combination Agreement

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement or admit liability in respect of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section ~~8.05(b~~6.2(e)(ii). If a firm offer is made to settle a ~~Third~~ Third-Party Claim ~~without leading~~ that (i) will be entirely indemnified by the Indemnifying Party pursuant to ~~liability or the creation of~~ this Section 6.2, (ii) includes a ~~financial or other obligation on the part of the Indemnified Party and provides, in~~ customary ~~form, for the~~ unconditional release by the Person(s) asserting such Third-Party Claim of each Indemnified Party from all ~~liabilities and obligations~~ Liabilities in connection with such ~~Third~~ Third-Party ~~Claim~~ Claim, and (iii) does not impose any injunctive relief or other material restrictions of any kind or nature on any Indemnified Party or require admission of wrong-doing by any Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ twenty (20) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such firm settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third- Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)offer.

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement

Settlement of Third Party Claims. By the Indemni fied Person. So long as the Indemnifying Party is contesting any such claim, proceeding or suit in good faith, the Indemnified Person shall not pay or settle any such claim, proceeding or suit. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay or settle any ~~other provision of~~ such claim, proceeding or suit, provided that in such event the Indemnified Person shall waive any right to indemnity therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as Loss or Expense under this ~~Agreement,~~ Section 14. 22 If the Indemnifying Party shall not ~~enter into settlement~~ have undertaken the conduct and control of the defense of any ~~Third Party Claim without~~ claim, proceeding or suit as provided above, the Indemnified Person, on not less than 30 days' prior written ~~consent~~ Notice to the Indemnifying Party, may make settlement (including payment in full) of such claim and such settlement shall be binding upon the Parties hereto for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Person to contest such claim at the expense of the ~~Indemnified~~ Indemnifying Party. In such event, ~~except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of~~ the Indemnified ~~Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection~~ Person shall promptly comply with such ~~Third Party Claim~~ request and the Indemnifying Party ~~desires~~ shall have the right to ~~accept and agree~~ direct the defense of such claim or any litigation based thereon subject to ~~such offer~~all of the conditions of this Section 14. Anything in this Section 14 to the contrary notwithstanding, if the Indemnified Person advises the Indemnifying Party ~~shall give written notice~~ that it has determined to ~~that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt~~ make settlement of ~~such notice~~a claim, the Indemnified ~~Party may continue~~ Person shall have the right to do so at its own cost and expense, without any requirement to contest ~~or defend~~ such ~~Third Party Claim and in such event,~~ claim at the ~~maximum liability~~ request of the Indemnifying ~~Party as to such Third Party Claim shall not exceed~~ Party, but without any right under the ~~amount~~ provisions of ~~such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim,~~ this Section 14 for indemnification by the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Party.

Appears in 2 contracts

Samples: Shared Services Agreement (Eloyalty Corp), Shared Services Agreement (Eloyalty Corp)

Appears in 2 contracts

Samples: Shareholders Agreement (Cerberus Cyber Sentinel Corp), Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this ~~Agreement~~Agreement to the contrary, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.04(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (RE/MAX Holdings, Inc.), Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding~~ So long as the Responsible Party is reasonably contesting any ~~other provision of this Agreement~~such Third-Party Claim in good faith, the ~~Indemnifying Party~~ Indemnified Person shall not ~~enter into settlement of~~ pay or settle any ~~Third~~ Third-Party Claim without the prior ~~written~~ consent of the ~~Indemnified~~ Responsible Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld). If the Responsible Party does not notify the Indemnified Person within thirty (30) days after the receipt of the Indemnified Person’s notice of a Third-Party Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Person shall have the right to contest, settle or ~~delayed)~~compromise the Third-Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Person, enter into any settlement that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third-Party Claim to all Indemnified Parties of an unconditional release from all Liability with respect to such Third-Party Claim or consent to entry of any judgment, (ii) does not involve only the payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Person or (iv) includes any admission of wrongdoing or misconduct by the Indemnified Person.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Edible Garden AG Inc), Asset Purchase Agreement (Terra Tech Corp.)

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all ~~liabilities~~ Liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten ~~days~~ (10) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)

Settlement of Third Party Claims. ~~Notwithstanding~~ Except as otherwise -------------------------------- provided in this Section 5.5 or as otherwise specifically provided in any ~~other provision of this~~ ----------- Ancillary Agreement, unless and until the Indemnifying Party ~~shall not enter into settlement~~ has failed to assume the defense of any Third Party Claim within thirty days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written ~~consent of~~ consent; provided, however, that the ~~Indemnified Party~~Indemnitee shall have the right to settle, ~~except as provided in this Section 8.05(b). If a firm offer is made to settle a~~ compromise or discharge such Third Party Claim without ~~leading to liability or~~ the ~~creation of a financial or other obligation on the part~~ consent of the ~~Indemnified~~ Indemnifying Party ~~and provides, in customary form, for~~ if the ~~unconditional release of each Indemnified~~ Indemnitee releases the Indemnifying Party from ~~all liabilities and obligations in connection~~ its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If, upon expiration of 30 days from the date that the Indemnifying Party ~~desires to accept and agree to such offer~~receives notice of a Third Party Claim from Indemnitee, the Indemnifying Party ~~shall give written notice to that effect to~~ has not notified the ~~Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after~~ Indemnitee of its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails election to assume the defense of such Third Party Claim, then in no event shall the Indemnitee settle, compromise or discharge such Third Party Claim without providing prior written notice to the Indemnifying Party, and the Indemnifying Party ~~may settle~~ shall then have the ~~Third Party Claim upon the terms set forth in~~ option within fifteen days following receipt of such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).notice to:

Appears in 2 contracts

Samples: Distribution Agreement (Lifepoint Hospitals LLC), Distribution Agreement (Triad Hospitals LLC)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any~~ With respect to a Third Party Claim involving the asserted Liability of the Indemnitee under this Section 10, the Indemnitor shall not, without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party Indemnitee (which consent shall not be unreasonably ~~withheld~~ withheld), in the defense of such Third Party Claim or ~~delayed~~any Litigation resulting therefrom, (i) consent to entry of any judgment (other than a judgment of dismissal on the merits without costs), or (ii) enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee a release from all Liability in respect of such claim or Litigation and that provides for any relief other than monetary damages that are paid in full by the Indemnitee. If the Indemnitee has exercised its right to control the defense or settlement of any claim or demand pursuant to Section 10.4(b), the Indemnitee shall not, without the prior written consent of Indemnitor (which consent shall not be unreasonably withheld), (x) consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or (y) enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff and the Indemnitee to the Indemnitor a release from all Liability (including the obligation to make any payments) in respect of such claim or Litigation. Consent shall be presumed in the case of settlements of $10,000 or less where the Indemnitee or the Indemnitor, as applicable, has not responded within twenty (20) Business Days of written notice of a proposed settlement.

Appears in 2 contracts

Samples: Purchase Agreement (Systems & Computer Technology Corp), Purchase Agreement (Indus International Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.06(b). If a firm offer is made to settle a Third Party Claim ~~without leading~~ and if (A) the Indemnifying Party pays or agrees to ~~liability~~ pay or cause to be paid all amounts arising out of such settlement or compromise, (B) such settlement or compromise would not encumber any of the ~~creation~~ assets of ~~a financial or other obligation on~~ any Indemnified Party (in the ~~part of~~ event the Indemnified Party ~~and provides~~is a Buyer Indemnitee, ~~in customary form, for~~ including any assets of the ~~unconditional release of each~~ Seller) or impose any restriction or condition that would apply to or adversely affect any Indemnified Party ~~from all liabilities and obligations in connection with such Third Party Claim and~~ or the conduct of any Indemnified Party’s business, (C) the Indemnifying Party ~~desires to accept and agree to such offer~~obtains, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as ~~to such Third Party Claim shall not exceed the amount~~ a condition of such settlement ~~offer. If the~~ or compromise, a complete release of any Indemnified Party ~~fails to consent to such firm offer and also fails to assume defense of~~ that could reasonably be affected by such Third Party Claim, and (D) such settlement or compromise does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates, the Indemnifying Party may settle ~~the~~ such Third Party Claim ~~upon~~ without the ~~terms set forth in such firm offer to settle such Third Party Claim~~prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.06(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kingsway Financial Services Inc), Stock Purchase Agreement (Lucy Scientific Discovery, Inc.)

Appears in 2 contracts

Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement,~~ In connection with the ~~Indemnifying Party shall not enter into~~ settlement or compromise of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party ~~may~~ shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim ~~upon the terms set forth in such firm offer to settle~~ of all Indemnified Parties affected by such Third Party ~~Claim. If~~ Claim or (ii) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or material obligations on the Indemnified Party ~~has assumed~~ other than financial obligations for which such Indemnified Party will be indemnified hereunder or (iii) settle or compromise any Third Party Claim if the ~~defense pursuant~~ Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of Section ~~8.05(a), it~~ 10.5. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall ~~not agree to any settlement~~ be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); provided, however, if a Third Party Claim is being defended by an Indemnified Party pursuant to the last sentence of clause (b) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim), the limitations on the Indemnified Party's right to settle or compromise set forth in this clause (c) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a timely manner) payment of such Indemnified Party's costs and expenses associated with such defense (subject to the undertaking of the Indemnified Party to reimburse such advances in the event such costs of defense are not ultimately to be indemnifiable under this Section 10).

Appears in 2 contracts

Samples: Membership Interest and Asset Purchase Agreement (Varsity Group Inc), Asset Purchase Agreement (Libbey Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party (including the possibility of increased Tax liabilities and/or reduced tax attributes in a period beginning after the Closing Date) and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Trulieve Cannabis Corp.), Membership Interest Purchase Agreement (Trulieve Cannabis Corp.)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digirad Corp), Asset Purchase Agreement (Digirad Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~9.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may assume carriage of such matter, and continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of the Third Party Claim pursuant to Section ~~8.05(a~~9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Primero Mining Corp), Asset Purchase Agreement (McEwen Mining Inc.)

Settlement of Third Party Claims. ~~Notwithstanding~~ If the Indemnifying Party elects to assume the defence of any ~~other provision of this Agreement~~Third Party Claim as provided in Section 9.7, the Indemnifying Party shall not ~~enter into settlement~~ be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defence of ~~any~~ such Third Party Claim following the receipt by the Indemnitee of notice of such assumption. However, if in the opinion of the Indemnitee, acting reasonably, there is a conflict between the interests of the Indemnifying Party and the interests of the Indemnitee with respect to such Third Party Claim, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnitee that the Indemnitee believes on reasonable grounds that the Indemnifying Party has failed to take such steps, the Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise the Third Party Claim assisted by counsel of its own choosing and the Indemnifying Party shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnifying Party shall not, without the prior written consent of the ~~Indemnified Party~~Indemnitee, ~~except as provided in this Section 8.05(b). If a firm offer is made~~ not to ~~settle a Third Party Claim without leading to liability~~ be unreasonably withheld, enter into any compromise or ~~the creation~~ settlement of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, which would lead to liability or create any other obligation, financial or otherwise, on the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Indemnitee.

Appears in 2 contracts

Samples: Convertible Preferred Share Subscription Agreement (Mitel Networks Corp), Exchange and Release Agreement (Mitel Networks Corp)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the Indemnifying Party~~ The Indemnitor shall not consent to entry of any judgment or enter into any settlement ~~of any Third Party Claim~~ without the prior written consent of the ~~Indemnified Party~~Indemnitee, ~~except as~~ which consent shall not be unreasonably withheld, provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offerhowever, the ~~Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to~~ Indemnitor may consent to ~~such firm offer within ten days after its receipt~~ entry of ~~such notice, the Indemnified Party may continue to contest~~ any judgment or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to enter into any settlement without the written consent of the ~~Indemnifying~~ Indemnitee so long as the judgment or settlement includes an unconditional and complete release of the Indemnitee (without any Liability whatsoever to any Indemnitee) by the claimant or plaintiff making the Third Party (Claim, which release shall be in a form reasonably satisfactory to the Indemnitee. Alternatively, an Indemnitee shall not consent to entry of any judgment or enter into any settlement without the prior written consent of the Indemnitor, which consent shall not be unreasonably ~~withheld~~ withheld, provided however, an Indemnitee may consent to entry of any judgment or ~~delayed)~~enter into any settlement without the written consent of the Indemnitor so long as the judgment or settlement includes an unconditional and complete release of the Indemnitor (without any Liability whatsoever to the Indemnitor) by the claimant or plaintiff making the Third Party Claim, which release shall be in a form reasonably satisfactory to the Indemnitor. Neither the Indemnitor nor the Indemnitee shall consent to entry of any judgment or enter into any settlement for non-monetary relief without the prior written consent of the other, unless such relief does not bind the non-consenting party and does not have a material adverse effect on the non-consenting party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (RSL Communications LTD), Asset Purchase Agreement (RSL Communications LTD)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a Third Party Claim (i) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party, (ii) that does not include any statement as to or an admission of fact, culpability or a failure to act by or on behalf of any Indemnified Party, (iii) that does not involve, in any manner, any injunctive relief against any Indemnified Party and could not materially and adversely affect the Indemnified Party and (iv) that provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party ~~Claim~~ Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ thirty days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cynergistek, Inc), Asset Purchase Agreement

Settlement of Third Party Claims. ~~Notwithstanding~~ No Indemnified Party may settle or compromise any ~~other provision~~ claim, demand, action or proceeding or consent to the entry of ~~this Agreement~~any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party ~~shall not enter into settlement~~ from all liability arising out of such claim without payment of consideration and without any ~~Third~~ adverse consequence whatsoever to the Indemnifying Party ~~Claim~~ of the type described below in clause (ii) of this Section 1(c). An Indemnifying Party may not, without the prior written consent of the Indemnified Party, ~~except~~ settle or compromise any claim, demand, action or proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) the terms or effect of the settlement shall not encumber any of the assets of any Indemnified Party or any affiliate thereof, or contain or result in any restriction, interference or condition that would apply to such Indemnified Party or its affiliates or to the conduct of any of their respective businesses; and (iii) shall obtain, as ~~provided in this Section 8.05(b)~~a condition of such settlement, a complete and unconditional release of each Indemnified Party. If a ~~firm~~ firm, written offer is made to settle ~~a Third Party Claim without leading to liability~~ any such third party claim, demand, action or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim proceeding and the Indemnifying Party ~~desires~~ proposes to accept such settlement and ~~agree~~ the Indemnified Party refuses to consent to such ~~offer~~settlement, then: (A) the Indemnifying Party shall ~~give written notice to that effect to the Indemnified Party. If~~ be excused from, and the Indemnified Party ~~fails to consent to such firm offer within ten days after its receipt~~ shall be solely responsible for, all further defense of such ~~notice~~third party claim, ~~the Indemnified Party may continue to contest~~ demand, action or ~~defend such Third Party Claim~~ proceeding; and ~~in such event,~~ (B) the maximum liability of the Indemnifying Party as relating to such ~~Third Party Claim~~ third party claim, demand, action or proceeding shall ~~not exceed~~ be the amount of ~~such~~ the proposed settlement ~~offer. If~~ if the amount thereafter recovered from the Indemnified Party ~~fails to consent to~~ on such ~~firm offer and also fails to assume defense of such Third Party Claim~~third party claim, demand, action or proceeding is greater than the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent amount of the ~~Indemnifying Party (which consent shall not be unreasonably withheld or delayed)~~proposed settlement.

Appears in 2 contracts

Samples: Indemnification Agreement (Profit Recovery Group International Inc), Indemnification Agreement (PRG Schultz International Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the ~~Indemnified Party~~Indemnitee, except as provided in this Section ~~8.05(b~~6.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the ~~Indemnified Party~~ Indemnitee and provides, in customary form, for the unconditional release of each ~~Indemnified Party~~ Indemnitee from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the ~~Indemnified Party~~Indemnitee. If the ~~Indemnified Party~~ Indemnitee fails to consent to such firm offer within ten (10) days after its receipt of such notice, the ~~Indemnified Party~~ Indemnitee may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the ~~Indemnified Party~~ Indemnitee fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the ~~Indemnified Party~~ Indemnitee has assumed the defense pursuant to Section ~~8.05(a~~6.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Asure Software Inc), Asset Purchase Agreement (Asure Software Inc)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/), Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Travelzoo), Stock Purchase Agreement (Travelzoo)

Settlement of Third Party Claims. Notwithstanding any other provision of this ~~Agreement,~~ Agreement the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~10.3(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten ~~days~~ (10) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~10.3(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement, Stock Purchase and Sale Agreement (Smith & Wesson Holding Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~9.04(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)

Appears in 2 contracts

Samples: Escrow Agreement (Superior Uniform Group Inc), Asset Purchase Agreement (Superior Uniform Group Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Item 9 Labs Corp.), Membership Interest Purchase Agreement (Amrep Corp.)

Common use of Settlement of Third Party Claims Clause in Contracts