Common use of Lack of Reasonable Diligence Clause in Contracts

Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(1), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 3 contracts

Samples: Share Purchase Agreement, Confidential Treatment (Novagold Resources Inc), Share Purchase Agreement (Alio Gold Inc.)

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Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(1)of the negotiation, settlement or defence of the Third Party Claim, the Indemnifying Party thereafter fails to conduct the such negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall will be entitled to assume such control and the Indemnifying Party shall will be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Share Purchase Agreement (Andersons Inc), Share Purchase Agreement (Andersons Inc)

Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(1)of the negotiation, settlement or defence of the Third Party Claim, the Indemnifying Party thereafter fails to conduct the such negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligencediligence after having received reasonable notice thereof from the Indemnified Party and an opportunity to address any reasonable concerns raised, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Igi Laboratories, Inc), Asset Purchase Agreement (Igi Laboratories, Inc)

Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(16.12(1), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Share Purchase Agreement (Cadre Holdings, Inc.), Share Purchase Agreement (Viad Corp)

Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(17.11(1), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 1 contract

Samples: Persons Listed

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Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(16.15(1), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 1 contract

Samples: Share and Unit Purchase Agreement (Viad Corp)

Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(110.10(a), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Descartes Systems Group Inc)

Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.10(15.8(1), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Appears in 1 contract

Samples: Purchase Agreement

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