Appears in 32 contracts

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

Appears in 31 contracts

Samples: Asset Purchase Agreement (Lm Funding America, Inc.), Asset Purchase Agreement (Super League Gaming, Inc.), Asset Purchase Agreement (Beam Global)

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: Merger Agreement (AIRO Group, Inc.), Merger Agreement (AIRO Group, Inc.), Merger Agreement (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: Series B Preferred Shares Purchase Agreement (360 Finance, Inc.), Series B Preferred Shares Purchase Agreement (360 Finance, Inc.), Series B Preferred Shares Purchase Agreement (360 Finance, Inc.)

Appears in 8 contracts

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

Appears in 7 contracts

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

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 6 contracts

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

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Asset Purchase Agreement (American Brewing Company, Inc.), 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~~ 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 5 contracts

Samples: Membership Interest Purchase Agreement (Bitech Technologies Corp), Stock Exchange Agreement (Reliance Global Group, Inc.), Membership Interest Purchase Agreement (Bitech Technologies 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). 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.)

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: Merger Agreement (Northwest Pipe Co), Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)

Appears in 5 contracts

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

Appears in 4 contracts

Samples: Stock Purchase Agreement (Turning Point Brands, Inc.), Merger Agreement (Kush Bottles, Inc.), Asset Purchase Agreement (Dynatronics Corp)

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), Securities Purchase 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~~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.)

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.)

Appears in 4 contracts

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

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (Edison Nation, Inc.), Stock Purchase Agreement (Limbach Holdings, Inc.)

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 (Camber Energy, 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 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: Asset Purchase Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.)

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.)

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

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: Merger Agreement (Derma Sciences, Inc.), Merger Agreement (Derma Sciences, Inc.), Merger Agreement (Derma Sciences, 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: Merger Agreement (Platinum Eagle Acquisition Corp.), Merger Agreement (Platinum Eagle Acquisition Corp.), Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Appears in 3 contracts

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

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: Share Purchase Agreement (Super League Gaming, Inc.), Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.)

Appears in 3 contracts

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

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

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: Asset Purchase Agreement (McQueen Labs Series, LLC), Asset Purchase Agreement (McQueen Labs Series, LLC), Asset Purchase Agreement (McQueen Labs Series, LLC)

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

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Legend Oil & Gas, Ltd.), Asset Purchase Agreement (Sprague Resources LP)

Appears in 2 contracts

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

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest Purchase Agreement

Appears in 2 contracts

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

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party ~~shall not~~ nor the Indemnified Party will enter into settlement of any Third Party Claim without the prior written consent of the ~~Indemnified~~ other 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~~ will 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~~ will 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~~ will not agree to any settlement without the written consent of the Indemnifying Party (which consent ~~shall~~ will not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gas Natural Inc.), Asset Purchase Agreement (Gas Natural Inc.)

Appears in 2 contracts

Samples: Goodwill Purchase Agreement, Goodwill Purchase Agreement (Troika Media Group, Inc.)

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp), Merger Agreement (Cerberus Cyber Sentinel 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 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~~ 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: Asset Purchase Option Agreement (Cypress Bioscience Inc), Asset Purchase Agreement (Cypress Bioscience Inc)

Appears in 2 contracts

Samples: Asset Purchase Agreement (P&f Industries Inc), Asset Purchase Agreement (P&f Industries Inc)

Appears in 2 contracts

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

Appears in 2 contracts

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

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,~~ 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)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Smith Micro Software, Inc.), Asset Purchase Agreement (Smith Micro Software, Inc)

Appears in 2 contracts

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

Appears in 2 contracts

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

Appears in 2 contracts

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

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Aspen Group, Inc.)

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rubicon Technology, 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: Strategic Alliance Agreement (Hemosol Corp), License Agreement (Hemosol Corp)

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~~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 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: Securities Purchase Agreement (Upexi, Inc.), Equity Purchase Agreement (Upexi, Inc.)

Appears in 2 contracts

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

Appears in 2 contracts

Samples: Asset Purchase 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~~8.5(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 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 2 contracts

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

Appears in 2 contracts

Samples: Share Purchase Agreement, Share 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, 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)

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.)

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, 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 any 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). 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~~ twenty (20) days after its receipt of such notice, then 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, 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. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.5(a), then it shall not agree to any settlement without the written consent of the Indemnifying ~~Party (~~Party, which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Quality 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 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)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Worthy Property Bonds, Inc.), Stock Purchase Agreement (Worthy Wealth, Inc.)

Appears in 2 contracts

Samples: Merger Agreement (Argo Blockchain PLC), Merger Agreement (Argo Blockchain PLC)

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~~ Party, does not require any admission or acknowledgement of liability or fault 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, conditioned or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wavedancer, Inc.), Stock Purchase Agreement (Wavedancer, 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~~7.03(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~~7.03(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 2 contracts

Samples: Project Management Services Agreement (Bitech Technologies Corp), Membership Interest Purchase Agreement (Bitech Technologies Corp)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Micronet Enertec Technologies, Inc.)

Appears in 1 contract

Samples: Merger Agreement (4Front Ventures Corp.)

Settlement of Third Party Claims. ~~Notwithstanding~~ If the Indemnifying Party fails to assume control of the defense of any ~~other provision of this Agreement~~Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim and shall solely bear all reasonable expenses associated with the defense of such Third Party Claim. Whether or not ~~enter into~~ the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, neither party shall settle any Third Party Claim without the ~~prior~~ written consent of the ~~Indemnified Party~~other 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 the liability of such party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason within a reasonable time after the request therefor. If the exercise by Purchaser of any of the rights granted to it pursuant to this Agreement is enjoined or, in Vendor's reasonable opinion, is likely to be enjoined due to the type of infringement or misappropriation specified in Paragraph 9.1 above, without prejudice to the rights and remedies of Purchaser, shall upon request of Purchaser and at Purchaser's expense, provide reasonable cooperation to Purchaser and its counsel with all necessary technical information related to the design regarding defense or other resolution of the claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unity First Acquisition Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the ~~Indemnifying Party~~ Indemnitor shall not enter into settlement of any ~~Third~~ 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~~ 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~~ Third-Party Claim and the ~~Indemnifying Party~~ Indemnitor desires to accept and agree to such offer, the ~~Indemnifying Party~~ Indemnitor 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 days after its receipt of such notice, the ~~Indemnified Party~~ Indemnitee may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the ~~Indemnifying Party~~ Indemnitor as to such ~~Third~~ 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~~ Third-Party Claim, the ~~Indemnifying Party~~ Indemnitor 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~~ 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~~ Indemnitor (which consent shall not be unreasonably withheld or delayed).

Appears in 1 contract

Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.)

Appears in 1 contract

Samples: Securities Purchase Agreement (Telanetix,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). 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~~ Party, including fees and expenses incurred thereafter, 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~~Claim within 30 days after the receipt of 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 has assumed the defense of such Third Party Claim 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 1 contract

Samples: Merger Agreement (Teladoc, Inc.)

Appears in 1 contract

Samples: Asset Purchase Agreement (HOOKER FURNISHINGS Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the ~~Indemnifying Party~~ Indemnitor shall not enter into settlement of any ~~Third Party Claim~~ third party claim without the prior written consent of the ~~Indemnified Party, except as provided in this Section 8.05(b~~Indemnitee (which consent shall not be unreasonably withheld or delayed). If a firm offer is made to settle a ~~Third Party Claim~~ third party claim without leading to liability or the creation of a financial or other obligation (including injunctive relief or specific performance) or liability 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~~ third party claim and the ~~Indemnifying Party~~ Indemnitor desires to accept and agree to such offer, the ~~Indemnifying Party~~ Indemnitor 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~~ third party claim and in such event, the maximum liability of the ~~Indemnifying Party~~ Indemnitor as to such ~~Third Party Claim~~ 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~~third party claim, the ~~Indemnifying Party~~ Indemnitor may settle the ~~Third Party Claim~~ third party claim upon the terms set forth in such firm offer to settle such ~~Third Party Claim~~third party claim. If the ~~Indemnified Party~~ Indemnitee has assumed the defense pursuant to Section ~~8.05(a~~6.4(c), it shall not agree to any settlement without the written consent of the ~~Indemnifying Party~~ Indemnitor (which consent shall not be unreasonably withheld or delayed).

Appears in 1 contract

Samples: Merger Agreement (Tauriga Sciences, 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, conditioned or delayed), except as provided in this Section ~~8.05(b~~7.10(i)(ii). 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~~ 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~~7.10(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 1 contract

Samples: Merger Agreement (Castellum, Inc.)

Appears in 1 contract

Samples: Stock Purchase Agreement (FNB Bancorp/Ca/)

Appears in 1 contract

Samples: Asset Purchase Agreement (Knightscope, Inc.)

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)

Appears in 1 contract

Samples: Merger Agreement (4Front Ventures Corp.)

Appears in 1 contract

Samples: Stock Purchase Agreement (Q2Earth Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, ~~the~~ no Indemnifying Party ~~shall not enter into settlement~~ will settle or compromise, or consent to the entry of any judgment in, any Third Party Claim without the prior written consent of ~~the~~ each Indemnified ~~Party, except as provided in this Section 8.05(b~~Party (which consent shall not be unreasonably withheld or delayed). If a firm offer is made to settle a Third Party Claim without leading to ~~liability~~ liability, the admission of fault or wrongdoing 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~~ Liabilities 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~~8.05(b), 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 1 contract

Samples: Asset Purchase Agreement (Aetrium Inc)

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Thunder Energies 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). 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~~ Third-Party Claim ~~and~~ 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~~ 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 1 contract

Samples: Asset Purchase Agreement (Sg Blocks, Inc.)

Appears in 1 contract

Samples: Stock Purchase Agreement (LIVE VENTURES 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, that 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 that 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~~ 15 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 1 contract

Samples: Stock Purchase Agreement (Quiksilver Inc)

Common use of Settlement of Third Party Claims Clause in Contracts