Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld or delayed) to any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or any regulatory sanctions on (or would require a Governmental Approval by) the Indemnitee (and if the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Retail Brokerage Company Formation Agreement (Prudential Financial Inc)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 11 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 11(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee such settlement is entered into (and if the Company is not the Controlling Party, any A) more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (B) or involves an admission more than 30 days after receipt by the indemnifying party of misconduct or wrongdoing or any other non-monetary sanctionsthe proposed terms of such settlement; and provided, further, that if (ii) such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Open Market Sale Agreement (Ocular Therapeutix, Inc)
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayed) if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7.4 hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by the Indemnitor pursuant such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release, in form and substance reasonably satisfactory to such settlement indemnified party, of such indemnified party from all liability on claims that are the subject matter of such action, suit or compromise. If the Controlling Party fails proceeding and (ii) does not include any statements as to assume the defense or any findings of a Third Party Claimfault, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle culpability or otherwise compromise the Third Party Claim; provided that failure to act by or on behalf of any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Cenveo, Inc)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) The indemnifying party under this Section 8 shall agree to not be liable for any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's of any proceeding effected without its written consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and consent shall not be unreasonably withheld withheld), but if settled with such consent or delayed) if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (iPCS, INC)
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld or delayed).include a statement as
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not fully have reimbursed the indemnified or which imposes equitable relief or any regulatory sanctions on party in accordance with such request prior to the date of such settlement, and (or would require a Governmental Approval byiii) the Indemnitee (indemnifying party shall not have objected in writing to such reimbursement of fees and if expenses as contemplated by Section 8(c) hereof. No indemnifying party shall, without the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 7 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or compromise pursuant conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have replied to such request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act, by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of separate counsel as contemplated by Section 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include a statement as to, or delayed)an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party's entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Prestige Brands Holdings, Inc.)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 9, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any such indemnifying party shall not have reimbursed the indemnified party in accordance with such request (other non-monetary sanctions; than those fees and provided, further, expenses that if the Company is the Controlling Party, then are being contested in addition good faith) prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Underwriting Agreement (Universal American Financial Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) The indemnifying party under this Section 8 shall agree to not be liable for any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's of any proceeding effected without its written consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and consent shall not be unreasonably withheld withheld), but if settled with such consent or delayed) if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c), the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Actuant Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 7 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement or such indemnifying party shall not have disputed such request for reimbursement in good faith. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the Indemnitor pursuant subject matter of such action, suit or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to such settlement act, by or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent on behalf of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed).consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and
Appears in 1 contract
Samples: Purchase Agreement (Solectron Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by Section hereof, the indemnifying party agrees that it shall be liable for any reasonable settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and 30 days after receipt of notice of the terms of such settlement and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement; provided that, the Company must first obtain indemnified party shall promptly reimburse any amounts paid to or on behalf of such indemnified party in the event such indemnification obligation is ultimately determined to be improper whether by a court or is in excess of amounts agreed upon through negotiation between the parties. No indemnifying party shall, without the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 11 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or compromise pursuant if there is a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 11(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Medtronic Inc)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreat- ened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed).any findings of fault, culpability or failure to act by or on behalf of any indemnified party. 27
Appears in 1 contract
Samples: Purchase Agreement (Invacare Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or compromise pursuant if there is a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 45 days after receipt by such indemnifying party of the Company Entitiesaforesaid 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 the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act, by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Underwriting Agreement (CapitalSource Healthcare REIT)
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding subject to this Section 8 effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall will not be unreasonably withheld or delayed) , but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been WEST/293596792 sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 4 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or compromise pursuant if there is a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section (or would require a Governmental Approval byc) hereof, the Indemnitee indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (and if the Company i) such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Registration Rights Agreement (Sun Microsystems, Inc.)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment to the extent indemnifiable under this Section 9. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as required by Section 9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 45 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable and documented out-of-pocket fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of misconduct fault or wrongdoing culpability or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition a failure to the foregoing, the Company must first obtain the consent act by or on behalf of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 6 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have provided notice to an indemnifying party, in accordance with the terms hereof, of a request to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 45 days after receipt by such indemnifying party of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctionsaforesaid request; and provided, further, that if (ii) such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Open Market Sale Agreement (Ventyx Biosciences, Inc.)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 7 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by Section 7(C) hereof, the indemnifying party agrees that it shall be liable for any reasonable settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and 30 days after receipt of notice of the terms of such settlement and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement; provided that, the Company must first obtain indemnified party shall promptly reimburse any amounts paid to or on behalf of such indemnified party in the event such indemnification obligation is ultimately determined to be improper whether by a court or is in excess of amounts agreed upon through negotiation between the parties. No indemnifying party shall, without the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company is not the Controlling Party, any such indemnifying party shall have received notice of the Company Entitiesterms of such settlement, together with a description of the indemnified amount and details thereof, from the indemnified party at least 45 days prior to such settlement being entered into, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Underwriting Agreement (Nippon Telegraph & Telephone Corp)
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding subject to this Section 8 effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall will not be unreasonably withheld or delayed) , but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Global Cash Access Holdings, Inc.)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or a failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provideddisputed in good faith, further, that if the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Laredo Petroleum Holdings, Inc.)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request, (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement and (iii) no good faith dispute then exists with respect to the reasonableness of such fees and expenses of counsel. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there is a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have validly requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such valid request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Maxtor Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and such indemnifying party has not objected in writing to the terms of such settlement within such 30 days, and (ii) such indemnifying party shall not have reimbursed the indemnified party of all amounts reasonably owed in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of misconduct fault or wrongdoing culpability or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition a failure to the foregoing, the Company must first obtain the consent act by or on behalf of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed).consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the
Appears in 1 contract
Settlements. If required by The indemnifying party under this Section 8 shall not ----------- be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the Controlling Partyplaintiff, the Indemnitee (andindemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the Company is the Controlling Partyindemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided indemnifying party agrees that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which it shall be timely sought liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, and (ii) such indemnifying party shall not be unreasonably withheld or delayed) to any settlement or compromise pursuant to which Losses are not fully have reimbursed the indemnified or which imposes equitable relief or any regulatory sanctions on (or would require a Governmental Approval by) the Indemnitee (and if the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (indemnified party, effect any settlement of any pending or threatened proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity could have been sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable hereunder by the Indemnitor pursuant to such indemnified party, unless such settlement or compromise. If includes an unconditional release of such indemnified party from all liability on claims that are the Controlling Party fails to assume the defense subject matter of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unrea- sonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, dam- age, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the forego- ing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Sec- tion 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settle- ment. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreat- ened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemni- fied party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or a failure to act, by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but, if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely sought any indemnified party is or could have been a party and shall not be unreasonably withheld indemnity was or delayed).could have been sought
Appears in 1 contract
Settlements. If required by The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Controlling Partyplaintiff, the Indemnitee (andindemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the Company is the Controlling Partyindemnified party for fees and expenses of counsel as contemplated by Section 7(d) hereof, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided indemnifying party agrees that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which it shall be timely sought liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party is required to so reimburse the indemnified party pursuant to this Section 7 and shall not be unreasonably withheld or delayed) have reimbursed the indemnified party in accordance with such request prior to any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or any regulatory sanctions on (or would require a Governmental Approval by) the Indemnitee (and if date of such settlement. No indemnifying party shall, without the Company is not the Controlling Party, any prior written consent of the Company Entitiesindemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or involves proceeding and (ii) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act, by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Underwriting Agreement (Ruths Chris Steak House, Inc.)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 6 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee such settlement is entered into (and if the Company is not the Controlling Party, any A) more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (B) or involves an admission more than 30 days after receipt by the indemnifying party of misconduct or wrongdoing or any other non-monetary sanctionsthe proposed terms of such settlement; and provided, further, that if (ii) such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Open Market Sale Agreement (Nabriva Therapeutics PLC)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not fully have reimbursed the indemnified or which imposes equitable relief or any regulatory sanctions on party in accordance with such request prior to the date of such settlement, and (or would require a Governmental Approval byiii) the Indemnitee (and if the Company such indemnifying party is not disputing in good faith the Controlling Party, any reasonableness of the Company Entities) or involves an admission unpaid balance of misconduct or wrongdoing or any other non-monetary sanctions; such fees and providedexpenses. No indemnifying party shall, further, that if without the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall any indemnified party is or could reasonably be timely expected to have been a party and indemnity was or could reasonably be expected to have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 7 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if disputed in good faith the Company is the Controlling Party, then in addition indemnified party’s entitlement to such reimbursement prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed).consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and
Appears in 1 contract
Samples: Purchase Agreement (Ferrellgas Partners Finance Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 9(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) such settlement is entered into (A) more than 60 days after receipt by the indemnifying party of such request in writing, and (B) more than 20 days after receipt by the indemnifying party of the proposed terms of such settlement in writing, and (ii) the Indemnitee (and if indemnifying party shall not have reimbursed the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not fully have reimbursed the indemnified or which imposes equitable relief or any regulatory sanctions on party in accordance with such request prior to the date of such settlement, and (or would require a Governmental Approval byiii) the Indemnitee (and if the Company such indemnifying party is not disputing such request in good faith. No indemnifying party shall, without the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall any indemnified party is or could reasonably be timely expected to have been a party and indemnity was or could reasonably be expected to have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement (or costs or expenses associated therewith) of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required (a) The Indemnitee agrees that it will not settle, compromise or consent to the entry of any judgment as to the Indemnitee in any pending or threatened Proceeding (whether or not the Indemnitee is an actual or potential party to such Proceeding) in which Indemnitee has sought indemnification hereunder without the Company’s prior written consent, which consent will not be unreasonably withheld, unless such settlement, compromise or consent respecting such Proceeding includes an unconditional release of the Company and does not (i) require or impose any injunctive or other non-monetary remedy on the Company or its affiliates, (ii) require or impose an admission or consent as to any wrongdoing by the Controlling PartyCompany or its affiliates, or (iii) otherwise result in a direct or indirect payment by or monetary cost to the Company or its affiliates. The term “affiliate” shall have the meaning set forth in Rule 144 of the Securities Act of 1933, as amended.
(b) The Company agrees that it will not settle, compromise or consent to the entry of any judgment as to the Indemnitee in any pending or threatened Proceeding (and, if whether or not the Company Indemnitee is an actual or potential party to such Proceeding) in which the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain Indemnitee has sought indemnification hereunder without the Indemnitee's ’s prior written consent, which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, unless such settlement, compromise or delayed) to any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or any regulatory sanctions on (or would require a Governmental Approval by) consent includes an unconditional release of the Indemnitee and does not (and if the Company is not the Controlling Party, i) require or impose any of the Company Entities) injunctive or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and providedremedy on the Indemnitee, further, that if (ii) require or impose an admission or consent as to any wrongdoing by the Indemnitee or (iii) otherwise result in a direct or indirect payment by or monetary cost to the Indemnitee personally (as opposed to a payment to be made or cost to be paid by the Company is on the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayedIndemnitee’s behalf).
Appears in 1 contract
Samples: Indemnification Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 9(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 45 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement or have not otherwise notified such indemnified party in good faith that such indemnifying party is contesting the amount of such reimbursement request. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment, subject to the term and conditions of Section 8. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to such settlement. Notwithstanding the foregoing, no indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed).consent includes (i) an unconditional release of such indemnified
Appears in 1 contract
Samples: Underwriting Agreement (Charlotte Russe Holding Inc)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for indemnifiable fees and expenses of counsel as contemplated by Section 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act, by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required by The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Controlling Partyplaintiff, the Indemnitee (andindemnifying party agrees to indemnify the 30 indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the Company is the Controlling Partyindemnified party for fees and expenses of counsel as contemplated by Section 8(d) hereof, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided indemnifying party agrees that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which it shall be timely sought liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party is required to so reimburse the indemnified party pursuant to this Section 8 and shall not be unreasonably withheld or delayed) to any settlement or compromise pursuant to which Losses are not fully have reimbursed the indemnified or which imposes equitable relief or any regulatory sanctions on (or would require a Governmental Approval by) the Indemnitee (and if the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld, delayed or compromise pursuant conditioned), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Underwriting Agreement (Inverness Medical Innovations Inc)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonably incurred and documented out-of pocket fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of misconduct fault or wrongdoing culpability or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition a failure to the foregoing, the Company must first obtain the consent act by or on behalf of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (ii) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Invacare Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) such settlement is entered into (A) more than 60 days after receipt by the indemnifying party of such request in writing, and (B) more than 20 days after receipt by the indemnifying party of the proposed terms of such settlement in writing, and (ii) the Indemnitee (and if indemnifying party shall not have reimbursed the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable fees and expenses of counsel as contemplated by Section 8(a) and Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 90 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. If at any regulatory sanctions on (or would require a Governmental Approval by) time an indemnified party shall have requested an indemnifying party to reimburse the Indemnitee (indemnified party for fees and if the Company is not the Controlling Partyexpenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the Company Entitiesnature contemplated by this Section 8 effected without its written consent if (i) or involves an admission such settlement is entered into more than 90 days after receipt by such indemnifying party of misconduct or wrongdoing or any other non-monetary sanctions; such request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 60 days prior to such settlement and provided, further, that if the Company is the Controlling Party, then (iii) such indemnifying party shall not have reimbursed such indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall (y) does not be unreasonably withheld include any statements as to or delayed)any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 9 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable and reasonably documented fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of misconduct fault or wrongdoing culpability or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition a failure to the foregoing, the Company must first obtain the consent act by or on behalf of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Underwriting Agreement (Computer Access Technology Corp)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief litigation, or any regulatory sanctions on investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 8 or Section 9 hereof (whether or would require a Governmental Approval by) the Indemnitee (and if the Company is not the Controlling Partyindemnified parties are actual or potential parties thereto), any unless such settlement, compromise or consent (i) includes an unconditional release of the Company Entitieseach indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or involves an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Underwriting Agreement (Regeneration Technologies Inc)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not fully have reimbursed the indemnified or which imposes equitable relief or any regulatory sanctions on party in accordance with such request prior to the date of such settlement and (or would require a Governmental Approval byiii) the Indemnitee (and if indemnified party gives the Company is not indemnifying party three business days prior notice of any proposed settlement. In any event, no indemnifying party shall, without the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Controlling Partyplaintiff, the Indemnitee (andindemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the Company is the Controlling Partyindemnified party for fees and expenses of counsel as contemplated by Section 7(d) hereof, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided indemnifying party agrees that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which it shall be timely sought liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have responded to the aforesaid request or reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party (which shall not be unreasonably withheld withheld), effect any settlement, compromise or delayed) to any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or any regulatory sanctions on (or would require a Governmental Approval by) the Indemnitee (and if the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition consent to the foregoingentry of judgment in any pending or threatened action, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld suit or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) The indemnifying party under this Section 8 shall agree to not be liable for any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's of any proceeding effected without its written consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld), but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and shall does not be unreasonably withheld include any findings of fault, culpability or delayed)failure to act by such indemnified party.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 7 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7 hereof (which Losses request shall be deemed to be notice of the indemnified party's intention to enter into a settlement of the relevant proceeding if such fees and expenses are not fully indemnified or which imposes equitable relief or reimbursed by the indemnifying party), the indemnifying party agrees that it shall be liable for any regulatory sanctions on settlement of such proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 45 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Underwriting Agreement (Moog Inc)
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld or delayed).hereunder by
Appears in 1 contract
Samples: Underwriting Agreement (Vixel Corp)
Settlements. If required by the Controlling PartyThe indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's which consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and shall not be unreasonably withheld withheld, but if settled with such consent or delayedif there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(d) to hereof, the indemnifying party agrees that it shall be liable for any settlement or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or of any regulatory sanctions on proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 60 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely sought any indemnified party is or could have been a party and shall not be unreasonably withheld indemnity was or delayed).could have been
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant to which Losses are not fully indemnified or which imposes equitable relief or any regulatory sanctions on (or would require if there be a Governmental Approval by) final judgment for the Indemnitee (and if the Company is not the Controlling Party, any of the Company Entities) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoingplaintiff, the Company must first obtain indemnifying party agrees to indemnify the consent indemnified party against any loss, claim, damage, liability or expense by reason of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromisejudgment. If Notwithstanding the Controlling Party fails foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to assume reimburse the defense indemnified party for fees and expenses of a Third Party Claimcounsel as contemplated by Section 8(c) hereof, the Indemnitee indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or, if the Controlling Party is the Company, the Indemnitori) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent is entered into more than 30 days after receipt by such indemnifying party of the Controlling Party aforesaid request, (ii) such indemnifying party shall have received 15 days' advance written notice of the terms of the proposed settlement, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement (unless the indemnified party is not entitled to such reimbursement under the terms of Section 8(a) or the Indemnitor8(b), as the case may be) (each , and Section 8(c)). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Underwriting Agreement (American Superconductor Corp /De/)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party, or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and providedprovided the indemnified party with reasonable assurance that it will reimburse the indemnifying party, further, that if the Company is the Controlling Party, then in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any 24 settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee such settlement is entered into more than sixty (and if the Company is not the Controlling Party, any 60) days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party, or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and providedprovided the indemnified party with reasonable assurances in writing that it will reimburse the indemnified party, further, that if the Company is the Controlling Party, then in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Underwriting Agreement (Spectra Physics Lasers Inc)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise pursuant if there is a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss or which imposes equitable relief liability by reason of such settlement or judgment in accordance with the foregoing provisions of this Section 8. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 45 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or involves consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of misconduct fault, culpability or wrongdoing a failure to act by or on behalf of any other non-monetary sanctions; and provided, further, that if the Company is the Controlling Party, then in addition to the foregoing, the Company must first obtain the consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld or delayed) to the total dollar amount of money damages payable by the Indemnitor pursuant to such settlement or compromise. If the Controlling Party fails to assume the defense of a Third Party Claim, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each of which shall be timely sought and shall not be unreasonably withheld or delayed)indemnified party.
Appears in 1 contract
Samples: Purchase Agreement (Bj Services Co)
Settlements. If required by the Controlling Party, the Indemnitee (and, if the Company is the Controlling Party, the Indemnitor) shall agree to any strategic decision (including settlement or compromise) made by the Controlling Party; provided that the Controlling Party must first obtain the Indemnitee's consent (and, if the Company is the Controlling Party, the Indemnitor's consent) (each of which shall be timely sought and The indemnifying party under this Section 8 shall not be unreasonably withheld or delayed) to liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld, delayed or compromise pursuant conditioned), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to which Losses are not fully indemnify the indemnified party against any loss, claim, damage, liability or which imposes equitable relief expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any regulatory sanctions on time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (or would require a Governmental Approval byi) the Indemnitee (and if the Company such settlement is not the Controlling Party, any entered into more than 30 days after receipt by such indemnifying party of the Company Entitiesaforesaid request and (ii) or involves an admission of misconduct or wrongdoing or any other non-monetary sanctions; and provided, further, that if such indemnifying party shall not have reimbursed the Company is the Controlling Party, then indemnified party in addition accordance with such request prior to the foregoingdate of such settlement. No indemnifying party shall, without the Company must first obtain the prior written consent of the Indemnitor (which shall be timely sought and shall not be unreasonably withheld indemnified party, effect any settlement, compromise or delayed) consent to the total dollar amount entry of money damages payable by the Indemnitor pursuant to such settlement judgment in any pending or compromise. If the Controlling Party fails to assume the defense of a Third Party Claimthreatened action, the Indemnitee (or, if the Controlling Party is the Company, the Indemnitor) may defend, settle suit or otherwise compromise the Third Party Claim; provided that any such settlement or compromise shall require the consent of the Controlling Party (or the Indemnitor, as the case may be) (each proceeding in respect of which shall be timely any indemnified party is or could have been a party and indemnity was or could have been sought and shall not be unreasonably withheld hereunder by such indemnified party, unless such settlement, compromise or delayed)consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
Appears in 1 contract
Samples: Underwriting Agreement (Inverness Medical Innovations Inc)
