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 7(a)(ii) or Section 7(b) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 11 contracts

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust)

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~~counsel to which it is entitled hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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~~settlement (other than with respect to fees and expenses that the indemnifying party is contesting in good faith).

Appears in 8 contracts

Samples: Underwriting Agreement (OvaScience, Inc.), Underwriting Agreement (Arqule Inc), Underwriting Agreement (Amicus 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, in accordance with this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Underwriting Agreement (Danaher Corp /De/), Underwriting Agreement (Danaher Corp /De/), 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 ~~7(a)(ii~~6(a)(ii) or and Section ~~7(b~~6(a)(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Underwriting Agreement (Finwise Bancorp), Underwriting Agreement (Community Heritage Financial, Inc.), Underwriting Agreement (Community Heritage Financial, 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~~counsel to which it is entitled hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Underwriting Agreement (AutoGenomics, Inc.), Underwriting Agreement (AutoGenomics, Inc.), Underwriting Agreement (Hyperion 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 fees and expenses of ~~counsel~~counsel for which it is entitled to reimbursement under this Section 11, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~11(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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: Sales Agreement (Vitae Pharmaceuticals, Inc), Sales Agreement (Cyclacel Pharmaceuticals, Inc.), Sales Agreement (Theravance Biopharma Cayman 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 ~~7(a)(ii~~6(a)(ii) or ~~Section 7(b~~6(b) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Underwriting Agreement (Guggenheim Active Allocation Fund), Underwriting Agreement (BlackRock ESG Capital Allocation Trust), Underwriting Agreement (Neuberger Berman Next Generation Connectivity 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 counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii~~6(a) or ~~Section 7(b~~6(b) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Psychiatric Solutions Inc), Purchase Agreement (Mih LTD), Purchase Agreement (Mih 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 reasonable fees and expenses of ~~counsel~~counsel for which it is entitled to be reimbursed under this Section 11, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~11(a) effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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: Sales Agreement (Resource Capital Corp.), Resource Capital Corp., RAIT Financial Trust

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~~counsel for which it is entitled to reimbursement under this Section 10, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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: Sales Agreement (Savara Inc), Sales Agreement (Neos Therapeutics, Inc.), Adicet Bio, 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 ~~7(a)(ii) or Section 7(b~~10(a)(1)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Equity Distribution Agreement (Glimcher Realty Trust), Equity Distribution Agreement (Glimcher Realty Trust), Equity Distribution Agreement (Glimcher Realty Trust)

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 ~~7(a)(ii~~12(a)(ii) or Section ~~7(b~~12(b) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 5 contracts

Samples: Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Equity Distribution Agreement (PennyMac Mortgage Investment Trust)

Settlement without Consent if Failure to Reimburse. If If, at any ~~time~~ 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 ~~7(a)(ii) or Section 7(b~~10(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 forty-five (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 thirty (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: Equity Distribution Agreement (Sunstone Hotel Investors, Inc.), Equity Distribution Agreement (Sunstone Hotel Investors, Inc.), Equity Distribution Agreement (Sunstone Hotel Investors, 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 ~~7(a)(ii~~6(a) (ii) or ~~Section 7(b~~(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Sonic Automotive Inc), International Purchase Agreement (Autonation Inc /Fl), Sonic Automotive 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~~counsel in accordance with the provisions hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~7(a)(2) effected without its written consent if (i) such settlement is entered into in good faith by the indemnified party more than 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: Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/)

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 ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co 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~~counsel as contemplated by this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii~~) or Section 7(b~~) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 4 contracts

Samples: Underwriting Agreement (Fibria Celulose S.A.), Underwriting Agreement (Fibria Celulose S.A.), Underwriting Agreement (Fibria Celulose S.A.)

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~~counsel for which it is entitled to reimbursement under this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) ~~or Section 7(b)~~ effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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 (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra 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~~counsel as contemplated by this Section, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request, (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 (Inozyme Pharma, Inc.), Underwriting Agreement (Inozyme Pharma, Inc.), Underwriting Agreement (Inozyme Pharma, 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~~counsel for which indemnity is available hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Semco Energy Inc), Semco Energy Inc, Semco Energy 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 counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~8(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (VectivBio Holding AG), Underwriting Agreement (VectivBio Holding AG), Underwriting Agreement (VectivBio Holding AG)

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 7(a)(ii) or Section ~~7(b~~7(a)(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Iridium LLC), Iridium LLC, Iridium LLC

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 ~~7(a)(ii~~6(a)(ii) or ~~Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Horizon Technology Finance Corp), Purchase Agreement (Golub Capital BDC, Inc.), Purchase Agreement (Golub Capital BDC, 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~~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 ~~7(a)(ii) or Section 7(b~~6(a)(B) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Atlas Pipeline Partners Lp), Underwriting Agreement (Atlas Pipeline Partners Lp), Underwriting Agreement (Atlas Pipeline 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 reasonable fees and expenses of ~~counsel~~counsel for which it is entitled to reimbursement under this Section 10, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~11(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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: Sales Agreement (Progenics Pharmaceuticals Inc), Progenics Pharmaceuticals Inc, Progenics 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 counsel, reasonably incurred, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (BlackRock Multi-Sector Income Trust), Underwriting Agreement (BlackRock Resources & Commodities Strategy Trust), Management Agreement (BlackRock Defined Opportunity Credit Trust)

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 fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~11.3(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Line of Credit Agreement (Zila Inc), Structured Equity Line Flexible Financingsm Agreement (GRC International Inc), Structured Equity Line (Immunomedics 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~~counsel as contemplated by this Section 10, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Lumos Networks Corp.), Underwriting Agreement (Lumos Networks Corp.), Ntelos Holdings 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, in accordance with this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii~~) or Section 7(b~~) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Danaher Corp /De/), Underwriting Agreement (Danaher Corp /De/), Underwriting 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~~counsel reasonably incurred, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Rivernorth Opportunities Fund, Inc.), Underwriting Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.), RiverNorth/DoubleLine Strategic 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 counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by subsection (a)(ii) of this Section ~~7(a)(ii) or Section 7(b)~~ effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid written request, (ii) such indemnifying party shall have received written 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 (Paratek Pharmaceuticals, Inc.), Underwriting Agreement (Paratek Pharmaceuticals, Inc.), Underwriting Agreement (Paratek 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 ~~counsel~~counsel as contemplated by this Section 8, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~8(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance 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 7(a)(ii~~Sections 6(a)(ii) ~~or Section 7(b~~and 6(b)(ii) above effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Utstarcom (Utstarcom Inc), Underwriting Agreement (Utstarcom Inc), 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 ~~counsel~~counsel as contemplated by this Section 10, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii~~10(a)(ii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (NETSTREIT Corp.), Underwriting Agreement (NETSTREIT Corp.), Terms Agreement (NETSTREIT 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~~counsel as contemplated by this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) ~~or Section 7(b)~~ effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request, (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 (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.)

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse ~~the~~ such 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 ~~7(a)(ii~~6(a)(1)(ii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Si International Inc), Underwriting Agreement (Si International 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 ~~7(a)(ii~~11(a)(ii) ~~or Section 7(b)~~ above effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Selling Agent Agreement (Westpac Banking Corp), Selling Agent Agreement (Westpac Banking 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 7(a)(ii~~Sections 6(a)(1) ~~or Section 7(b~~and 6(a)(2) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Rue21, Inc.), Purchase Agreement (Rue21, 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 ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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.~~indemnifying

Appears in 2 contracts

Samples: Purchase Agreement (Fuelcell Energy Inc), Industrial Distribution Group 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 ~~7(a)(ii~~6(a)(ii) or Section ~~7(b~~6(b)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Cobiz Inc), Sonic Automotive 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 ~~7(a)(ii~~6(a)(ii) or Section ~~7(b~~6(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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~~ such-request prior to the date of such settlement.

Appears in 2 contracts

Samples: Purchase Agreement (Vistana Inc), Vistana 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 fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10.4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Equity Line Financing Agreement (Asm International N V), Line Financing Agreement (Asm International 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 reasonable fees and expenses of ~~counsel~~counsel for which it is entitled to be reimbursed under this Section 11, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~11(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 60 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 45 days prior to such settlement being entered into and (~~iii~~3) 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: Ligand Pharmaceuticals Inc, Ligand 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 the reasonable and documented out-of-pocket fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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, unless such amounts are being contested in good faith.

Appears in 2 contracts

Samples: Underwriting Agreement (Applied Molecular Transport Inc.), Underwriting Agreement (Medallia, 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 ~~7(a)(ii~~6(a)(1)(ii) or ~~Section 7(b~~6(a)(2) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: International Purchase Agreement (Mih LTD), Mih LTD

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 reasonable, documented fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10(a)(1)(ii) effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice in writing 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: Equity Distribution Agreement (Helix Energy Solutions Group Inc), Equity Distribution Agreement (Helix Energy Solutions Group 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 7(a)(ii~~Sections 7(a)(2) ~~or Section 7(b~~and (b)(2) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (QR Energy, LP), Underwriting Agreement (QR Energy, LP)

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in accordance with this Agreement 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 ~~7(a)(ii~~6(a)(ii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: International Purchase Agreement (Snyder Communications Inc), Purchase Agreement (Snyder Communications 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 7(a)(ii~~Sections 6(a)(ii) ~~or Section 7(b~~and 6(b)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Purchase Agreement (Microstrategy Inc), Purchase Agreement (Microstrategy 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 ~~7(a)(ii~~6(a)(ii) or Section ~~7(b~~6(a)(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (24/7 Media Inc), Purchase Agreement (Metawave Communications 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~~counsel for which it is entitled to be reimbursed under this Section 12, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~12(a) effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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 (Resource Capital Corp.), Resource 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 the fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~11.3(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 33 35 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: Flexible Financing Agreement (Connetics Corp), Flexible Financing Agreement (Connective 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 documented fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii~~6(a)(ii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Terms Agreement (Irobot Corp), Equity Offeringsm Sales Agreement (DICE 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~~counsel as contemplated in this Section 10, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Equity Distribution Agreement (Urban Edge Properties), Equity Distribution Agreement (Urban Edge Properties 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 reasonably incurred fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Initial Offering Period Agreement (BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc.), Transfer Agency Agreement (BlackRock Multi-Sector Opportunities Trust)

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 ~~7(a)(ii~~1(a)(iii) or Section ~~7(b~~1(b)(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Indemnification and Contribution Agreement (Eldertrust), Indemnification and Contribution Agreement (Genesis Health Ventures Inc /Pa)

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~~counsel in accordance with the provisions hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~8(a)(2) effected without its written consent if (i) such settlement is entered into in good faith by the indemnified party more than 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: Distribution Agreement (Simon Property Group Lp), Duke Realty Limited Partnership

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 ~~7(a)(ii~~7(a)(iii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 Agency Agreement (Jumia Technologies AG), Jumia Technologies AG

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~~counsel as contemplated by this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (IMV Inc.), Underwriting Agreement (IMV 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~~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 ~~7(a)(ii) or Section 7(b~~6(a) effected without its written consent if (i) such settlement is entered into more than 45 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 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: Purchase Agreement (Helix Energy Solutions Group 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 ~~counsel~~counsel to which it is entitled under this Section 10, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 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 45 days prior to such settlement being entered into and (~~iii~~3) 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: Enlivex Therapeutics 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 ~~7(a)(ii~~6(a)(ii) or Section ~~7(b)~~ 6(c), effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Adams Respiratory 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 fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 50 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 (Yuasa 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~~counsel required to be reimbursed hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Buckeye 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 expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii~~6(a)(i) or ~~Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Horizon Technology 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 counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii~~6(a)(ii) or Section ~~7(b~~6(a)(iii) effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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 (WashingtonFirst Bankshares, 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 7(a)(ii~~Sections 6(a)(iii) ~~or Section 7(b~~and 6(b)(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (C1 Financial, 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 ~~7(a)(ii~~6(a)(ii) or Section ~~7(b~~6(b)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Bally Total Fitness Holding 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 in accordance with Section 8(a)(iii) for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~8(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Puget Sound Energy 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~~counsel in accordance with this Agreement, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Bergen Brunswig 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~~counsel in compliance with this Agreement, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Umb Financial 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~~counsel as contemplated by Section 6(a), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (CVB Financial 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 ~~7(a)(ii~~6(a)(1) (iii) or ~~Section 7(b~~(iv) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Gerald Stevens 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 fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~11.3(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: GRC International 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 ~~7(a)(ii~~6(a)(ii) ~~or Section 7(b)~~ above effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such 23 24 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: Lifepoint 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~~counsel to which it is entitled hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Audeo 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 ~~7(a)(ii~~7(a) ~~or Section~~ and 7(b) above, effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Commscope 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~~counsel in accordance with Section 7(a)(iii), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) ~~or Section 7(b)~~ effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request, (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: Purchase 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~~counsel pursuant to this Agreement, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Aliant Communications 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 7(a)(ii) ~~or Section 7(b)~~ effected without its written consent if (i) such settlement is entered into more than 45 90 days after receipt by such indemnifying party of the PLDOCS01/88361.2A24 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 (Penske Automotive Group, 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 7(a)(ii) ~~or Section 7(b)~~ EXHIBIT 4.11 effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Bionomics Limited/Fi

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 counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii~~) or Section 7(b~~) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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, unless such amounts are being contested in good faith.

Appears in 1 contract

Samples: Purchase Agreement (Medallia, 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~~counsel in accordance with the requirements of this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii~~) or Section 7(b~~) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Polska Telefonia Cyfrowa Sp Zoo

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 pursuant to Section 7(a) for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii~~) or Section 7(b~~) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Ohio Casualty 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 ~~7(a)(ii~~9(a)(ii) or Section ~~7(b~~9(b)(ii) effected without its written consent if (i1) such settlement is entered into more than 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 (~~iii~~3) 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 (Pacific Biosciences of California, 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~~counsel as contemplated by this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~7(a)(2) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (CNX 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~~counsel in accordance with the provisions hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(2) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Mills Corp)

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in accordance with this Agreement 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 ~~7(a)(ii~~6(a)(ii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 - days after receipt by such indemnifying party of the aforesaid request, (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 (Snyder Communications 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 7(a)(ii~~Sections 6(a)(1)(ii) ~~or Section 7(b~~and 6(b) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 reasonable 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 ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 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 prior to the date of such settlement.

Appears in 1 contract

Samples: Underwriting Agreement (Lucid Group, Inc.)

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 ~~counsel~~counsel payable in accordance with this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section ~~7(a)(ii) or Section 7(b)~~ 9 effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the ~~aforesaid request~~request 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 1 contract

Samples: Registration Rights Agreement (General Inspection Laboratories Inc)

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 reasonable, documented fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~10(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice in writing 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: Equity Distribution Agreement (Cree, 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~~counsel pursuant to the terms hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by (1) Section ~~7(a)(ii~~6(a) ~~or Section 7(b~~(iii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (Netflix 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 documented fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii~~6(a)(ii) ~~or Section 7(b)~~ hereof effected without its written consent if (i) such settlement is entered into more than 45 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 prior to the date of such settlement.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Acumen 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 ~~counsel~~counsel in accordance with the provisions hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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: Mills 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 7(a)(ii~~Sections 6(a)(iii) or ~~Section 7(b~~6(e) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (A-Max Technology 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~~counsel to the extent required by Section 8(a), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section ~~7(a)(ii) or Section 7(b~~8(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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.~~and

Appears in 1 contract

Samples: Purchase Agreement (Leiner Health Products 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~~counsel in accordance with the requirements of this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii~~) or Section 7(b~~) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 1 contract

Samples: Purchase Agreement (PTC International Finance Holding B 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 7(a)(ii~~Sections 6(a)(2) ~~or Section 7(b~~and (b)(2) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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 (QR Energy, 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 ~~7(a)(ii) or Section 7(b~~6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (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.~~party

Appears in 1 contract

Samples: Terms Agreement (Illinova Corp)

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