Common use of Cooperation in Defense and Settlement Clause in Contracts

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. ​

Appears in 6 contracts

Samples: Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp)

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Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 6 contracts

Samples: Indemnification Agreement (Essef Corp), 1 Agreement (Park Ohio Holdings Corp), Indemnification Agreement (CNBC Bancorp /Oh)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 4 contracts

Samples: Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the CompanyCorporation’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company Corporation shall not settle any Proceeding to which Indemnitee is a party in any a manner which that would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company Corporation will unreasonably withhold consent to any the proposed settlement. Indemnitee and the Company Corporation shall cooperate to the extent reasonably possible with each other and with the CompanyCorporation’s insurers, insurers in attempts to defend and/or settle such Proceeding. ​.

Appears in 3 contracts

Samples: Indemnification Agreement (1st Financial Services CORP), Indemnification Agreement (1st Financial Services CORP), Indemnification Agreement (Oak Ridge Financial Services, Inc.)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 3 contracts

Samples: Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp), Indemnification Agreement (Citizens & Northern Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the CompanyCorporation’s written consent unless Indemnitee shall have determined to undertake his or her the Indemnitee’s own defense in such matter and has waived the benefits of this Agreement. The Company Corporation shall not settle any Proceeding to which Indemnitee is a party in any a manner which that would impose any Expense on Indemnitee without his or her the Indemnitee’s written consent. Neither Indemnitee nor the Company will Corporation shall unreasonably withhold consent to any the proposed settlement. Indemnitee and the Company Corporation shall cooperate to the extent reasonably possible with each other and with the CompanyCorporation’s insurers, insurers in attempts to defend and/or or settle such Proceeding. ​.

Appears in 3 contracts

Samples: Indemnification Agreement (Prime Meridian Holding Co), Indemnification Agreement (Farmers National Banc Corp /Oh/), Indemnification Agreement (Prime Meridian Holding Co)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 2 contracts

Samples: Indemnification Agreement (Myers Industries Inc), Indemnification Agreement (Firstmerit Corp /Oh/)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such any Proceeding. ​.

Appears in 2 contracts

Samples: Indemnification Agreement (Corrpro Companies Inc /Oh/), Indemnification Agreement (Corrpro Companies Inc /Oh/)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any a manner which that would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any the proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, 's insurers in attempts to defend and/or settle such Proceeding. ​.

Appears in 2 contracts

Samples: Indemnification Agreement (Unb Corp/Oh), Indemnification Agreement (Fc Banc Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or or settle such Proceeding. ​.

Appears in 2 contracts

Samples: Indemnification Agreement (Eaton Corp PLC), Indemnification Agreement (Eaton Corp)

Cooperation in Defense and Settlement. The Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s written consent unless the Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which the Indemnitee is a party in any manner which would impose any Expense on the Indemnitee without his or her written consent. Neither the Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. The Indemnitee and shall fully cooperate with the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle the defense and settlement of such Proceeding. ​.

Appears in 2 contracts

Samples: Indemnification Agreement (Myers Industries Inc), Indemnification Agreement (Myers Industries Inc)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 2 contracts

Samples: Agreement (Ferro Corp), Agreement (Ferro Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her Indemnitee's own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding proceeding to which Indemnitee is a party in any manner which would impose any an Expense on Indemnitee without his or her Indemnitee's written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Axcelis Technologies Inc)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter manner and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Lubrizol Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or his/her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or his/her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Ferro Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Citizens & Northern Corp)

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Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Eaton Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s Corporation's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company Corporation shall not settle any Proceeding to which Indemnitee is a party in any a manner which that would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company Corporation will unreasonably withhold consent to any the proposed settlement. Indemnitee and the Company Corporation shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, Corporation's insurers in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Middlefield Banc Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's and /or Holdco's insurers, in attempts to defend and/or or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Eaton Corp PLC)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s written consent unless Indemnitee shall have determined to undertake his or his/her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or his/her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Ferro Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any with respect to a Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this AgreementAgreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Eaton Corp PLC)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or his/her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or his/her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Firstmerit Corp /Oh/)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the CompanyCorporation’s written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company Corporation shall not settle any Proceeding to which Indemnitee is a party in any a manner which that would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company Corporation will unreasonably withhold consent to any the proposed settlement. Indemnitee and the Company Corporation shall cooperate to the extent reasonably possible with each other and with the CompanyCorporation’s insurers, insurers in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Midcarolina Financial Corp)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s 's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding proceeding to which Indemnitee is a party in any manner which would impose any Expense expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company’s 's insurers, in attempts to defend and/or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Applied Industrial Technologies Inc)

Cooperation in Defense and Settlement. Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company’s Corporation's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement. The Company Corporation shall not settle any Proceeding to which Indemnitee is a party in any a manner which that would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company Corporation will unreasonably withhold consent to any the proposed settlement. Indemnitee and the Company Corporation shall cooperate to the extent reasonably possible with each other and with the Company’s insurers, Corporation's insurers in attempts to defend and/or or settle such Proceeding. ​.

Appears in 1 contract

Samples: Indemnification Agreement (Cortland Bancorp Inc)

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