Settlement by Indemnified Party Sample Clauses

Settlement by Indemnified Party. Neither the Seller nor an Indemnified Party may settle any action, demand or claim to which the indemnity in clause 5.1 relates without the prior written consent of the Underwriter (on behalf of the relevant Indemnified Party) or the Seller, as applicable, such consent not to be unreasonably withheld.
Sample 1
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Settlement by Indemnified Party. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such Third Party Claim, but shall not be entitled to settle or agree to pay in full such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. In any event, Shareholders, Holdco and Buyer shall cooperate in the defense of any Third Party Claim subject to this Section 9 and the records of each shall be available to the other with respect to such defense.
Sample 1

Related to Settlement by Indemnified Party

  • Notice by Indemnitee Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

  • Indemnified Party If a Party is entitled to indemnification under this Article 18 as a result of a claim by a third party, and the indemnifying Party fails, after notice and reasonable opportunity to proceed under Article 18.1.3, to assume the defense of such claim, such Indemnified Party may at the expense of the Indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim.

  • Indemnified Parties See Section 13.14.

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