Common use of incurred Clause in Contracts

incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (I) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

incurred. Such firm shall be designated in writing by a majority of the HoldersManager authorized to appoint counsel under this Section 8 as set forth in Schedule I hereto,, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). The indemnifying party 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 plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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 the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such firm shall be designated in writing by a majority of the HoldersManager or the Forward Purchaser, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). The indemnifying party 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 plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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 the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Companyyou, in the case of parties indemnified, indemnified pursuant to Section 8(b7(a) hereofabove, and by the Bank, in the case of parties indemnified pursuant to Section 7(b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there were to be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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 the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity to such action or contribution may be or could have been sought hereunder by the indemnified partyclaim), unless such settlement, compromise or judgment (Ii) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter arising out of such action or claim and (IIii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act, by or on behalf of the any indemnified party.

incurred. Such firm shall be designated in writing by a majority of the HoldersMorg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). The indemnifying party 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 plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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 the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.