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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 62 contracts
Samples: Underwriting Agreement (Nuveen Long/Short Commodity Total Return Fund), Underwriting Agreement (Nuveen Intermediate Duration Quality Municipal Term Fund), Underwriting Agreement (Nuveen Diversified Commodity Fund)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii) (through, if applicable, the provisions of Section 6(b)or 6(a)(2)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 58 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(f) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 45 contracts
Samples: Underwriting Agreement (Turnstone Biologics Corp.), Underwriting Agreement (Authentic Brands Group Inc.), Underwriting Agreement (SciPlay Corp)
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 counselcounsel in accordance with the provisions hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(2) effected without its written consent if (i) such settlement is entered into in good faith by the indemnified party more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 35 contracts
Samples: Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii7(a)(1)(ii) (through, if applicable, the provisions of Section 6(b)or 7(a)(2)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 28 contracts
Samples: Equity Distribution Agreement (Ares Capital Corp), Equity Distribution Agreement (Ares Capital Corp), Equity Distribution Agreement (Ares Capital Corp)
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 reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 26 contracts
Samples: Underwriting Agreement (Guggenheim Build America Bonds Managed Duration Trust), Underwriting Agreement (Western Asset High Yield Defined Opportunity Fund Inc.), Underwriting Agreement (Western Asset Mortgage Defined Opportunity Fund Inc.)
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 20 contracts
Samples: Purchase Agreement (Beacon Roofing Supply Inc), Underwriting Agreement (Hawaiian Electric Co Inc), Distribution Agreement (American Honda Finance Corp)
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 13 contracts
Samples: Underwriting Agreement (Zogenix, Inc.), Underwriting Agreement (Zogenix, Inc.), Underwriting Agreement (Tracon Pharmaceuticals, Inc.)
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 12 contracts
Samples: Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.)
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 reasonable fees and expenses of counselcounsel to which such indemnified party is entitled pursuant to this Agreement and subject to applicable law, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)10(a) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 10 contracts
Samples: Equity Distribution Agreement (DXP Enterprises Inc), Equity Distribution Agreement (DXP Enterprises Inc), Equity Distribution Agreement (Essex Property Trust Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of or Section 6(b)6(a)(iii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 9 contracts
Samples: Underwriting Agreement (QCR Holdings Inc), Underwriting Agreement (Old Second Bancorp Inc), Purchase Agreement (Entegris Inc)
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 reasonably incurred and documented fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii7(a)(1)(ii) (through, if applicable, the provisions of Section 6(b)or 7(a)(2)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 8 contracts
Samples: Equity Distribution Agreement (Blackstone Secured Lending Fund), Equity Distribution Agreement (Blackstone Secured Lending Fund), Equity Distribution Agreement (Blackstone Secured Lending Fund)
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 reasonable fees and expenses of counselcounsel to which such indemnified party is entitled pursuant to this Agreement and subject to applicable law, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)11(a) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 8 contracts
Samples: Equity Distribution Agreement (Essex Portfolio Lp), Equity Distribution Agreement (Essex Portfolio Lp), Equity Distribution Agreement (Essex Portfolio Lp)
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 counselcounsel (accompanied by documentation or detailed description of such fees and expenses), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 8 contracts
Samples: Underwriting Agreement (DiamondRock Hospitality Co), Purchase Agreement (DiamondRock Hospitality Co), Purchase Agreement (DiamondRock Hospitality Co)
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 60 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)
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 counselcounsel and such indemnified party shall be entitled to such reimbursement, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Samples: Purchase Agreement (Atmos Energy Corp), Purchase Agreement (Atmos Energy Corp), Purchase Agreement (Atmos Energy Corp)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Samples: Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Macquarie Infrastructure CO LLC)
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 such Indemnified Party for fees and expenses of counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party Indemnified Party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Samples: Underwriting Agreement (Spire Inc), Underwriting Agreement (Spire Inc), Underwriting Agreement (Spire Inc)
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 reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Samples: Underwriting Agreement (ProQR Therapeutics N.V.), Underwriting Agreement (ProQR Therapeutics N.V.), Placement Agency Agreement (ProQR Therapeutics N.V.)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid requestrequest and the indemnifying party has not responded thereto, (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 the indemnifying party has not responded thereto and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Samples: Purchase Agreement (Orange), Purchase Agreement (Orange), Purchase Agreement (Orange)
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 counselcounsel as contemplated in this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Samples: Underwriting Agreement (Prothena Corp Public LTD Co), Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(g) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Samples: Underwriting Agreement (Mission Produce, Inc.), Underwriting Agreement (Quintana Energy Services Inc.), Underwriting Agreement (Ipsco Tubulars Inc)
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(1)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Samples: Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (QEP Midstream Partners, LP)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii7(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)7(f) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Advanced BioHealing Inc)
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 agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Samples: Underwriting Agreement (Karyopharm Therapeutics Inc.), Underwriting Agreement (Karyopharm Therapeutics Inc.), Karyopharm Therapeutics Inc.
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 reasonable and documented fees and expenses of counselcounsel in accordance with the provisions of this Agreement, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Samples: Underwriting Agreement (RCS Capital Corp), Underwriting Agreement (Schorsch Nicholas S), Underwriting Agreement (RCS Capital Corp)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 60 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Samples: Underwriting Agreement (Focus Financial Partners Inc.), Underwriting Agreement (Focus Financial Partners Inc.), Underwriting Agreement (Focus Financial Partners Inc.)
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 reasonably incurred fees and expenses of counselcounsel in accordance with this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Samples: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii7(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)7(e) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Samples: Underwriting Agreement (Solo Brands, Inc.), Underwriting Agreement (AFC Gamma, Inc.), Underwriting Agreement (Safety, Income & Growth, Inc.)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii) (through, if applicable, the provisions of Section 6(b)and 6(a)(1)(iii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Samples: Purchase Agreement (Blackrock Inc /Ny), Blackrock Inc /Ny, Eden Bioscience Corp
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(d) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Samples: Underwriting Agreement (89bio, Inc.), Purchase Agreement (GMX Resources Inc), Underwriting Agreement (Georesources Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Samples: Underwriting Agreement (Tarsus Pharmaceuticals, Inc.), Underwriting Agreement (Y-mAbs Therapeutics, Inc.), Financing Agreement (Delek Logistics Partners, LP)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(iiVI(A) (through, if applicable, the provisions 1) or settlement of any claim in connection with any violation referred to in Section 6(b)VI(F) effected without its written consent if (i1) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) 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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Samples: Purchase Agreement (Altra Holdings, Inc.), Purchase Agreement (Altra Holdings, Inc.), Altra Holdings, Inc.
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 such Indemnified Party for fees and expenses of counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Samples: Underwriting Agreement (Spire Inc), Spire (Spire Inc), Underwriting Agreement (Spire Missouri Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Samples: Underwriting Agreement (Arena Resources Inc), Purchase Agreement (Colfax CORP), Purchase Agreement (Colfax CORP)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature litigation or of a proceeding by a government agency or body as contemplated by Section 6(a)(ii6(a) (through, if applicable, the provisions of Section 6(b)) above effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Purchase Agreement (Firsthand Technology Value Fund, Inc.), Purchase Agreement (Firsthand Technology Value Fund, Inc.)
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(1)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Home Loan Servicing Solutions, Ltd.), Underwriting Agreement (Home Loan Servicing Solutions, Ltd.)
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 60 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request for fees and expenses of counsel as contemplated by this Section 6 prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Clarus Therapeutics Inc), Underwriting Agreement (Clarus Therapeutics Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (throughor Section 6(b)(ii), if applicableas the case may be, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Light Sciences Oncology Inc), Underwriting Agreement (Light Sciences Oncology Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(i) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Nabriva Therapeutics Ag (Nabriva Therapeutics AG), Underwriting Agreement (Nabriva Therapeutics AG)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (BOSTON OMAHA Corp), Underwriting Agreement (BOSTON OMAHA Corp)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified any party entitled to indemnification hereunder shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)or 6(b)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed prior to the date of such settlement such indemnified party in accordance with such request prior to and the date terms of such settlementthis Section 6.
Appears in 2 contracts
Samples: Purchase Agreement (Turner Paul H), Purchase Agreement (Simons Stephen W)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(f) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Purchase Agreement (Lincoln Educational Services Corp), Purchase Agreement (Lincoln Educational Services Corp)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested that an indemnifying party to reimburse the indemnified party for fees and expenses of counselcounsel payable in accordance with this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) 6 effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid requestrequest for reimbursement, (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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Registration Rights Agreement (General Inspection Laboratories Inc), Registration Rights Agreement (General Inspection Laboratories Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii), Section 6(a)(2)(ii) (through, if applicable, the provisions of and Section 6(b)6(a)(3)(ii) effected without its written consent if (i) such settlement is entered into more than 60 30 days after receipt by such indemnifying party of the aforesaid 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 into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (SinoTech Energy LTD), Underwriting Agreement (SinoTech Energy LTD)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a) [(through, if applicable, the provisions of Section 6(bii)) ] [(iii)] effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Utstarcom Inc, Utstarcom Inc
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 such Indemnified Party for fees and expenses of counselcounsel as contemplated by this Section 5, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii5(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party Indemnified Party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Spire Inc), Senior Notes Purchase Agreement (Spire Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(f) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request, request and (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 (iii) such indemnifying party shall not have reimbursed such the indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Arcos Dorados Holdings Inc.), Underwriting Agreement (Arcos Dorados Holdings Inc.)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(c) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.)
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 counselcounsel in accordance with Section 6(a)(iii), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Purchase Agreement (Triad Hospitals Inc), Underwriting Agreement (Triad Hospitals Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (CytomX Therapeutics, Inc.), Purchase Agreement (Golfsmith International Holdings Inc)
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, in accordance with this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a) (through, if applicable, the provisions of Section 6(b)ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Purchase Agreement (Danaher Corp /De/), Purchase Agreement (Danaher Corp /De/)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii), 6(b) (through, if applicable, the provisions of Section 6(b)and 6(c) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Community Health Systems Inc), Community Health Systems Inc/
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 the reasonable and documented out-of-pocket fees and expenses of counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Caribou Biosciences, Inc.), Underwriting Agreement (Caribou Biosciences, Inc.)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section or 6(b)) , as the case may be, effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Select Income Reit)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: DWS Rreef World (DWS RREEF World Real Estate & Tactical Strategies Fund, Inc.), Scudder Commodities Stock Fund, Inc.
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 counselcounsel as contemplated by Section 6(a), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Sales Agreement (Ascendis Pharma a/S), Ascendis Pharma a/S
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(f) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Cardlytics, Inc.)
Settlement without Consent if Failure to Reimburse. If Notwithstanding anything to the contrary contained in Section 6(c), if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(iii) effected without its written consent if (i) such settlement is entered into more than that 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Commercial Mortgage Pass THR Cert Ser 1998-C2), Underwriting Agreement (Mortgage Pass Through Cert Series 1998-C3)
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 reasonable fees and expenses of counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (Blueknight Energy Partners, L.P.), Underwriting Agreement (Blueknight Energy Partners, L.P.)
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 the reasonable and documented out-of-pocket expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Underwriting Agreement (MeridianLink, Inc.), Underwriting Agreement (Fate Therapeutics Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.into,
Appears in 2 contracts
Samples: Form of Underwriting Agreement (NxStage Medical, Inc.), Underwriting Agreement (NxStage Medical, Inc.)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such 18 indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Purchase Agreement (Nuveen Equity Premium & Growth Fund)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(f) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 60 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Underwriting Agreement (Coty Inc /)
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 agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(1)(iii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Purchase Agreement (Telocity Inc)
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 reasonable fees and expenses of counsel, such indemnifying party agrees that that, unless it promptly contests such fees and expenses, it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)7.1(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Distribution Agreement (Hartford Life Insurance Co)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1) (through, if applicable, the provisions ii) or settlement of any claim in connection with any violation referred to in Section 6(b)6(f) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Of Purchase Agreement (Kbw, Inc.)
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 counselcounsel incurred in accordance with Section 6(a)(iv), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(iii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request, accompanied by documentation thereof, (ii) such indemnifying party shall have received notice of accurately and completely describing the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Ixia
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 such Indemnified Party for fees and expenses of counselcounsel as contemplated by this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(iiparagraph (B) (through, if applicable, the provisions of Section 6(b)7(a) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party Indemnified Party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Underwriting Agreement (Spire Inc)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions [or settlement of any claim in connection with any violation referred to in Section 6(b6(e)) ] effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 75 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 reasonable fees and reasonable expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii), 6(b)(ii), 6(c) (through, if applicable, the provisions of or Section 6(b)6(h)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Underwriting Agreement (Milestone AV Technologies, Inc.)
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 reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii9(a)(ii) (through, if applicable, the provisions of or Section 6(b)9(b) exclusively as it applies to and incorporates Section 9(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) 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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Underwriting Agreement (CASI Pharmaceuticals, Inc.)
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 counselcounsel pursuant to Section 6(c) or (f), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) 6 effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Underwriting Agreement (MGM Growth Properties Operating Partnership LP)
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 counselcounsel pursuant to the terms hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(1)(iii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 counselcounsel pursuant to Section 6(a) or Section 6(b), as applicable, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request Section 6(a) or Section 6(b), as applicable, prior to the date of such settlement.
Appears in 1 contract
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(3) (through, if applicable, the provisions of or Section 6(b)6(a)(4) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of Section 6(b)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 60 days after receipt by such indemnifying party of for the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 counselcounsel pursuant to Section 6(c) or (f), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) 6 effected without its written consent if (i) such settlement is entered into more than 60 90 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 reasonable fees and expenses of counselcounsel for which it is entitled to reimbursement under this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i1) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) 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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(iii) (through, if applicable, the provisions of or Section 6(b)) or pursuant to Section 6(f) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such 16 indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Reaves Utility Income Fund
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 counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii) (through, if applicable, the provisions of or Section 6(b)6(b)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Underwriting Agreement (Home Loan Servicing Solutions, Ltd.)
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 the reasonable out of pocket fees and expenses of counselcounsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 counselcounsel which the indemnifying party is otherwise required to pay under this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Settlement without Consent if Failure to Reimburse. If Subject to Section 6(c), if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)6(a)(1)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 counselcounsel in accordance with this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(ii) (through, if applicable, the provisions of or Section 6(b)6(a)(1)(iii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Purchase Agreement (Thomson Corp)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(iiSECTION 6(a)(1)(ii), 6(b) (through, if applicable, the provisions of Section 6(b)and 6(c) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Community Health Systems Inc/
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 reasonably incurred fees and expenses of counselcounsel in accordance with this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Underwriting Agreement (Construction Partners, Inc.)
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1)(B) (through, if applicable, the provisions of and Section 6(b)6(a)(1)(C) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section Sections 6(a)(ii), 6(b)(i)(B) (through, if applicable, the provisions of Section 6(b)and 6(b)(ii)(B) above effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Purchase Agreement (Utstarcom Inc)
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 counselcounsel in accordance with Section 6(a) above, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) hereof effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 counselcounsel as contemplated in this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have validly requested an indemnifying party to reimburse the indemnified party for fees and expenses of counselcounsel in accordance with this Section 7 or with Section 8 hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii), 6(a)(iii) (through, if applicable, the provisions of or Section 6(b)6(b)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Purchase Agreement (Firstamerica Automotive Inc /De/)
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 counselcounsel as contemplated by this Section, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions or settlement of any claim in connection with any violation referred to in Section 6(b)6(e) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)and 6(a)(iii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Surebeam Corp
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall will have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counselcounsel and such indemnified party is entitled to such reimbursement hereunder, such indemnifying party agrees that it shall will be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall will have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall will not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
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 counselcounsel in accordance with the provisions hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b)8(c) effected without its written consent if (i) such settlement is entered into in good faith by the indemnified party more than 60 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request this Section 8 prior to the date of such settlement.
Appears in 1 contract
Samples: Netezza Corp