Common use of Settlement without Consent if Failure to Reimburse or Advance Clause in Contracts

Settlement without Consent if Failure to Reimburse or Advance. If at any time an Underwriter, a Selected Dealer or a Controlling Person shall have requested the Company to reimburse or advance to the indemnified party its fees and expenses, including those of counsel, the Company agrees that it shall be liable for any settlement of the nature contemplated by Section 6.1.4 effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request, (ii) the Company shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into, and (iii) the Company shall not have reimbursed or advanced to such Underwriter, such Selected Dealer or Controlling Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse or advance to such Underwriter, such Selected Dealer or Controlling Person is based on a dispute with a good faith basis as to either the obligation of the Company arising under this Section 6 to indemnify such Underwriter, such Selected Dealer or Controlling Person or the amount of such obligation, and the Company shall have notified such Underwriter, such Selected Dealer or Controlling Person of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse or Advance. If at any time an Underwriterthe Selling Agent, a Selected Dealer or a Controlling Person shall have requested the Company to reimburse or advance to the indemnified party its fees and expenses, including those the reasonable fees of counsel, the Company agrees that it shall be liable for any settlement of the nature contemplated by Section 6.1.4 9.1.3 effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request, (ii) the Company shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into, and (iii) the Company shall not have reimbursed or advanced to such UnderwriterSelling Agent, such Selected Dealer or Controlling Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse or advance to such UnderwriterSelling Agent, such Selected Dealer or Controlling Person is based on a dispute with a good faith basis as to either the obligation of the Company arising under this Section 6 9 to indemnify such Underwriterthe Selling Agent, such Selected Dealer or Controlling Person or the amount of such obligation, and the Company shall have notified such Underwriterthe Selling Agent, such Selected Dealer or Controlling Person of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse or Advance. If at any time an UnderwriterSelling Agent, a Selected Dealer or a Controlling Person shall have requested the Company to reimburse or advance to the indemnified party its fees and expenses, including those of counsel, the Company agrees that it shall be liable for any settlement of the nature contemplated by Section 6.1.4 effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request, (ii) the Company shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into, and (iii) the Company shall not have reimbursed or advanced to such UnderwriterSelling Agent, such Selected Dealer or Controlling Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse or advance to such UnderwriterSelling Agent, such Selected Dealer or Controlling Person is based on a dispute with a good faith basis as to either the obligation of the Company arising under this Section 6 to indemnify such UnderwriterSelling Agent, such Selected Dealer or Controlling Person or the amount of such obligation, and the Company shall have notified such UnderwriterSelling Agent, such Selected Dealer or Controlling Person of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse or Advance. If at any time an the Underwriter, a Selected Dealer or a Controlling Person shall have requested the Company to reimburse or advance to the indemnified party its fees and expenses, including those of counsel, the Company agrees that it shall be liable for any settlement of the nature contemplated by Section 6.1.4 5.1.3. effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request, (ii) the Company shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into, and (iii) the Company shall not have reimbursed or advanced to such the Underwriter, such a Selected Dealer or a Controlling Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse or advance to such the Underwriter, such a Selected Dealer or a Controlling Person is based on a dispute with a good faith basis as to either the obligation of the Company arising under this Section 6 5 to indemnify such the Underwriter, such a Selected Dealer or a Controlling Person or the amount of such obligation, and the Company shall have notified such the Underwriter, such a Selected Dealer or a Controlling Person of such good faith dispute prior to the date of such settlement.