Common use of Certain Settlement Provisions Clause in Contracts

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding without the Corporation’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Appears in 6 contracts

Samples: Indemnification Agreement (Crossfirst Bankshares, Inc.), Form of Indemnification Agreement (Tuesday Morning Corp/De), Indemnification Agreement (TVAX Biomedical, Inc.)

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Certain Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding action, suit or proceeding without the Corporation’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation shall not settle any Proceeding action, suit or proceeding in any manner that would impose any fine not indemnified hereunder or other any affirmative or restrictive obligation on Indemnitee Indemnitee, or that would contain any consent to judgment or admission of culpability on the part of Indemnitee, without Indemnitee’s prior written consent, which shall not consent may be unreasonably withheld, conditioned withheld by Indemnitee in his or delayedher reasonable discretion.

Appears in 2 contracts

Samples: Indemnification Agreement (Network 1 Technologies Inc), Indemnification Agreement (Icad Inc)

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding without the Corporation’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Layne Christensen Co), Director Indemnification Agreement (Compass Minerals International Inc)

Certain Settlement Provisions. The Corporation Company shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding without the CorporationCompany’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of in Control has occurred, the Corporation Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation Company shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Indemnification Agreement (Bob Evans Farms Inc)

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Certain Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding without the Corporation’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. .. The Corporation shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Indemnification Agreement (Layne Christensen Co)

Certain Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding without the Corporation’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Indemnification Agreement (Quest Resource Corp)

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