Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 92 contracts
Samples: Sales Agreement (Cartesian Therapeutics, Inc.), Sales Agreement (Unicycive Therapeutics, Inc.), Sales Agreement (Benitec Biopharma Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 25 contracts
Samples: At the Market Offering Agreement (Celsion CORP), Capital on Demand Sales Agreement (Celsion CORP), Sales Agreement (Ardelyx, Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 11 contracts
Samples: Sales Agreement (Context Therapeutics Inc.), Sales Agreement (Tourmaline Bio, Inc.), Sales Agreement (Zura Bio LTD)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed reimbursement under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 8 contracts
Samples: Atm Sales Agreement (Genenta Science S.p.A.), Sales Agreement (Lyra Therapeutics, Inc.), Sales Agreement (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 reasonable fees and expenses of counsel for which it is entitled to be reimbursed under (as specified in Section 10 of this Section 9Agreement), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party (as specified in Section 10 of this Agreement) in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Samples: Equity Distribution Agreement (Wheeler Real Estate Investment Trust, Inc.), Equity Distribution Agreement (Wheeler Real Estate Investment Trust, Inc.), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if 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 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: Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and documented expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 4 contracts
Samples: Sales Agreement (F-Star Therapeutics, Inc.), Sales Agreement (F-Star Therapeutics, Inc.), Sales Agreement (Eyenovia, Inc.)
Settlement without Consent if Failure to Reimburse. If 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 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Samples: Sales Agreement (Cipher Mining Inc.), Sales Agreement (Cipher Mining Inc.), Sales Agreement (Arcturus Therapeutics Holdings Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Sales Agreement (RAPT Therapeutics, Inc.), Sales Agreement (RAPT Therapeutics, Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 99, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a9(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 2 contracts
Samples: Sales Agreement (InflaRx N.V.), Sales Agreement (Immatics N.V.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 2 contracts
Samples: Sales Agreement (NextCure, Inc.), Sales Agreement (Medicenna Therapeutics Corp.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed reimbursement under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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: Sales Agreement (fuboTV Inc. /FL), Sales Agreement (fuboTV Inc. /FL)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed reimbursement under this Section 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Samples: Sales Agreement (Fibrocell Science, Inc.), Sales Agreement (Intrexon 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 for which it is entitled in writing pursuant to be reimbursed under this Section 910 hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a6(a)(ii) 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 written notice pursuant to Section 10 hereof 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: Atm Equity Offering Sales Agreement (Peakstone Realty Trust)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) 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 1 contract
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which to the extent it is entitled to be reimbursed such reimbursement under this Section 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Settlement without Consent if Failure to Reimburse. If 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 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 60 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Samples: Sales Agreement (Hut 8 Corp.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 1 contract
Samples: Sales Agreement (InflaRx 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 for which it is entitled to be reimbursed under this Section 9counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by a claim indemnifiable pursuant to Section 9(a7(a)(ii) or 7(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 1 contract
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
Settlement without Consent if Failure to Reimburse. If 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 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 1 contract
