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

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for such settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided provided, however, that an the indemnifying party shall not be liable for such any settlement of any proceeding effected without its prior written consent if (x) such indemnifying party (A) reimburses such indemnified party in accordance with such aforesaid request to the extent it the indemnifying party in good faith considers such request to be reasonable and (By) such indemnifying party provides written notice to the indemnified party substantiating stating that in good faith the indemnifying party believes the unpaid balance as unreasonableto be unreasonable and substantiating the reasons therefor, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed such the indemnified party in accordance with such request prior to the date of such settlement; provided that an . No indemnifying party shall not be liable for such settlement effected shall, without its the prior written consent if of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying party (A) reimburses indemnified party, unless such settlement includes an unconditional release of such indemnified party in accordance with such request to from all liability on claims that are the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date subject matter of such settlementproceeding.

Settlement without Consent if Failure to Reimburse. If The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there is a final non-appealable judgment of a court of competent jurisdiction for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(e) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for such settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred fees and expenses of counsel as contemplated by in accordance with this Section 6, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected 6(a)(ii)effected without its written consent if (i) such settlement is entered into more than 45 calendar days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 calendar days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for such settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, such the indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid such request and (ii) such indemnifying party shall not have reimbursed such indemnified the indemnifying party in accordance with such request prior to the date of such settlement; provided that an , unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of such indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and such indemnifying party shall not be liable for such settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to have notified the indemnified party substantiating the unpaid balance as unreasonable, in each case of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable and documented out-of-pocket fees and expenses of counsel as contemplated by this Section 6, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(f) effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for such settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(f) effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; , provided that an indemnifying party shall not be liable for any such settlement effected without its prior written consent if such indemnifying party party, prior to the date of such settlement, (A1) reimburses such indemnified party in accordance with such request to for the extent it considers amount of such request fees and expenses of counsel as the indemnifying party believes in good faith to be reasonable reasonable, and (B2) provides written notice to the indemnified party substantiating that the indemnifying party disputes in good faith the reasonableness of the unpaid balance as unreasonable, in each case prior to the date of such settlementfees and expenses.

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a) effected without its written consent if (i) such settlement is entered into more than 45 30 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided provided, that an indemnifying party shall not be liable for any such settlement effected without its prior written consent if such indemnifying party (A1) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B2) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred fees and expenses of counsel as contemplated by in accordance with this Section 6, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(f) effected without its written consent if (i) such settlement is entered into more than 45 calendar days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 calendar days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for such settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party Indemnified Party shall have requested an indemnifying party to reimburse the indemnified party Indemnified Party for fees and expenses of counsel as contemplated by this Section 6counsel, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party Indemnified Party in accordance with such request prior to the date of such settlement; provided provided, that an indemnifying party shall not be liable for any such settlement effected without its prior written consent if such indemnifying party (A1) reimburses such indemnified party Indemnified Party in accordance with such request to the extent it considers such request to be reasonable and (B2) provides written notice to the indemnified party Indemnified Party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, such indemnifying party (together with any other joint indemnifying party) agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided provided, that an indemnifying party shall not be liable for such settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.