Settlement of Third Party Claims. If the Indemnifying Party is not required to assume control of the defense of any Third-Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third-Party Claim, the Indemnifying Party shall not settle any Third-Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
Appears in 8 contracts
Samples: Art Option Purchase Agreement (Freeport Holdings Series LLC), Art Purchase Agreement (Masterworks 010, LLC), Art Purchase Agreement (Masterworks 001, LLC)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense of any Third-Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third-Third Party Claim, neither the Indemnifying Party nor the Indemnified Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Partyother party, which consent shall not be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Vecima Networks Inc.), Asset Purchase Agreement (Concurrent Computer Corp/De)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense of any Third-Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not , but the Indemnifying Party assumes will not be bound by any settlement effected without its consent. If the Indemnifying Party does assume control of the negotiation, settlement or defense of any Third-Party Claim, the Indemnifying Party shall not settle any Third-Party Claim without the written consent of the Indemnified Party unless the settlement includes a full release in favour of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Potlatch Corp), Asset Purchase Agreement (Ainsworth Lumber Co LTD)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense defence of any Third-Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Third Party Claim, the Indemnifying Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Share Purchase Agreement (Markwest Hydrocarbon Inc), Share Purchase Agreement (Markwest Hydrocarbon Inc)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense defence of any Third-Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Third Party Claim, the Indemnifying Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Party, which consent shall be not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Joint Venture Agreement (Aleafia Health Inc.), Joint Venture Agreement (Aleafia Health Inc.)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense defence of any Third-Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Party Claim, the Indemnifying Party shall not settle any Third-Party Claim without the written consent of the Indemnified Party, which consent shall not to be unreasonably withheld or delayedwithheld.
Appears in 1 contract
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense defence of any Third-Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Third Party Claim, the Indemnifying Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Johnstone Tank Trucking Ltd.)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense defence of any Third-Party Third party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Third Party Claim, the Indemnifying Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld.
Appears in 1 contract
Samples: Asset Purchase Agreement
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense of any Third-Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not , but the Indemnifying Party assumes will not be bound by any settlement effected without its consent, which consent shall not be unreasonably withheld. If the Indemnifying Party does assume control of the negotiation, settlement or defense of any Third-Third Party Claim, the Indemnifying Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Party unless the settlement includes a full release in favor of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Settlement of Third Party Claims. If the Indemnifying Party is not required to assume control of the defense of any Third-Party Claim, the The Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third-Third Party Claim, the Indemnifying . The Indemnified Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnified Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.
Appears in 1 contract
Samples: Asset Purchase Agreement (Exfo Electro Optical Engineering Inc)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense defence of any Third-Third Party Claim, then the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Third Party Claim, the Indemnifying Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Lions Gate Entertainment Corp /Cn/)
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to assume control of the defense of any Third-Third Party Claim, the Indemnified Party shall have the exclusive right to contest, contest settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Third Party Claim, neither the Indemnifying Party nor the Indemnified Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified other Party, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Settlement of Third Party Claims. If the Indemnifying Party is not required fails to -------------------------------- assume control of the defense of any Third-Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third-Third Party Claim, the Indemnifying Party shall not settle any Third-Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Biosource International Inc)
Settlement of Third Party Claims. If the Indemnifying indemnifying Party is not required fails to assume control of the defense defence of any Third-Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying indemnifying Party assumes control of the negotiation, settlement or defense defence of any Third-Party Claim, the Indemnifying Indemnified Party shall not settle any Third-Party Claim Claim, without the written consent of the Indemnified indemnifying Party, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Share Purchase and Sale Agreement (Elite Education Group International LTD)
