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, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 13 contracts
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.), Asset Purchase Agreement (Medicine Man Technologies, Inc.), Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Settlement of Third Party Claims. Notwithstanding any other provision (a) If the Indemnifying Party undertakes the defence of this Agreementthe Third Party Claim, the Indemnifying Party shall will not enter into settlement be bound by any determination of any the Third Party Claim or any compromise or settlement of the Third Party Claim effected without the prior written consent of the Indemnified Party, such Indemnifying Party (which consent may not to be unreasonably withheld, conditioned withheld or delayed).
Appears in 5 contracts
Samples: Share Purchase Agreement, 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, such Person (which consent shall not to be unreasonably withheld, conditioned withheld or delayed). If the Indemnified Person has assumed the defense pursuant to Section 8.3(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 3 contracts
Samples: Asset Purchase Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement (Blueknight Energy Partners, L.P.), Contribution 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, such consent not to be unreasonably withheld, conditioned or delayed.except as provided in
Appears in 2 contracts
Samples: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party nor, in the case of a Third Party Claim seeking injunctive or other equitable relief, the Indemnitee shall not enter into a settlement or compromise of any Third Party Claim without the prior written consent of the Indemnified Partyother party, such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned.
Appears in 2 contracts
Samples: Share Purchase Agreement (Par Pharmaceutical Companies, Inc.), Share Purchase Agreement (Par Pharmaceutical Companies, 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, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Exchange Agreement (Grow Capital, Inc.), Asset Purchase Agreement (Arkados Group, Inc.)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party or Indemnified Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, such Party or Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals 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, Indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned).
Appears in 1 contract
Samples: Interest Purchase Agreement (WPCS International Inc)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying The Indemnified Party shall not enter into agree to any settlement of any Third Party Third-party Claim without the prior written consent of the Indemnified Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned delayed, denied, or delayedconditioned).
Appears in 1 contract
Samples: Acquisition Agreement (Endexx 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, such Party (which consent shall not to be unreasonably withheld, conditioned withheld or delayed). If the Indemnified Party has assumed the defense pursuant to Section 9.4(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 1 contract
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, such consent Party (not to be unreasonably withheld, conditioned conditioned, or delayed); provided that no consent shall be required if such settlement includes an unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and provides solely for the payment of monetary damages for which the Indemnified Party will be indemnified under this Agreement.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Endo International 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, such Party (which consent shall not to be unreasonably withheld, conditioned withheld or delayed). If the Indemnified Party has assumed the defense pursuant to Section 11.5(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
Settlement of Third Party Claims. Notwithstanding any other provision of this AgreementAgreement to the contrary, the Indemnifying Party shall not enter into settlement settlement, compromise, discharge or consent to judgment of any Third Third-Party Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed.55
Appears in 1 contract
Samples: Stock Purchase Agreement (Gatx 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, such consent not to be unreasonably withheld, conditioned or delayed.except as provided in this Section
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Machinery 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, such Party (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).
Appears in 1 contract
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the an Indemnifying Party shall not enter into settlement of any Third a Third-Party Claim without the prior written consent of the Indemnified Party, such Party (which consent shall not to be unreasonably withheld, conditioned or delayed.), except as provided in this Section
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Worthington Industries Inc)
Settlement of Third Party Claims. Notwithstanding any other provision Neither of this Agreement, the Indemnifying Party or the Indemnified Party shall not enter into settlement of settle any Third Party Claim without the prior written consent of the Indemnified other Party, such which consent shall not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to any settlement amount proposed by the Indemnifying Party if the consent of the Indemnified Party is not obtained for any reason within a reasonable time after the request therefore.
Appears in 1 contract
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party nor the Indemnified Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayedother party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying The Indemnified Party shall not enter into agree to any settlement of any Third Party Claim without the prior written consent of the Indemnified Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned conditioned, delayed, or delayeddenied).
Appears in 1 contract
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. If the Indemnified Party has assumed the defense pursuant to Section 7.04(a), such it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).
Appears in 1 contract
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, such Party (which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim and provides solely for monetary relief to be satisfied by the Indemnifying Party.
Appears in 1 contract
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall will not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed.except as provided in this Section 8.05
Appears in 1 contract
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, such consent which shall not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
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 (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned).
Appears in 1 contract
Samples: Securities Purchase Agreement (6D Global Technologies, Inc)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the The Indemnifying Party shall not enter into settlement of any Third Party Claim not, without the Indemnified Party's prior written consent of the Indemnified Party, such (which consent shall not to be unreasonably withheld, conditioned or delayed.), settle or compromise any Third-Party Claim, unless (i) the claimant or plaintiff unconditionally releases the Indemnified Party from all liability with respect to such Third-Party Claim,
Appears in 1 contract
Samples: Stock 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, such Party (which consent shall not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Equity Purchase Agreement (FiscalNote Holdings, Inc.)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement settle, or make any admission of liability, agreement or compromise in respect of, any Third Party Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed.except as provided in this Section 8.05
Appears in 1 contract
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, such which consent shall not to be unreasonably withheld, conditioned or delayed. If the Indemnified Party has assumed the defense pursuant to Section 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, conditioned or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Green Thumb Industries Inc.)
Settlement of Third Party Claims. Notwithstanding Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any other provision of this AgreementThird 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, such which consent shall not to be unreasonably withheld, conditioned withheld or delayed.
Appears in 1 contract