Appears in 30 contracts

Samples: Stock Purchase Agreement (Pan Global, Corp.), Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Green Thumb Industries Inc.)

Appears in 26 contracts

Samples: Asset Purchase Agreement (Innovative Food Holdings Inc), Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.), Asset Purchase Agreement (Super League Gaming, Inc.)

Appears in 14 contracts

Samples: Stock Purchase Agreement (Cosmos Health Inc.), Purchase Agreement (Dorian LPG Ltd.), Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Appears in 9 contracts

Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 8 contracts

Samples: Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.)

Appears in 7 contracts

Samples: Membership Interest Purchase Agreement (Hudson Global, Inc.), Stock Purchase Agreement (Ideanomics, Inc.), Asset Purchase Agreement (HireQuest, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim ~~and~~ and, in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 7 contracts

Samples: Share Purchase Agreement (Business Solutions Plus, Inc.), Share Purchase Agreement (Fast Lane Holdings, Inc.), Share Purchase Agreement (Turnkey Solutions, Inc.)

Appears in 7 contracts

Samples: Stock Purchase Agreement (MWF Global Inc.), Asset Acquisition Agreement (Cesca Therapeutics Inc.), Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)

Appears in 6 contracts

Samples: Asset Purchase Agreement (Kirby Corp), Agreement and Plan of Merger (Mimedx Group, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 6 contracts

Samples: Stock Purchase Agreement (Synalloy Corp), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Membership Interest Purchase Agreement (Digirad Corp)

Appears in 6 contracts

Samples: Asset Purchase Agreement (Red Lion Hotels CORP), Agreement and Plan of Merger (CardConnect Corp.), Asset Purchase Agreement (Hudson Global, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 6 contracts

Samples: Share Exchange Agreement (Sollensys Corp.), Membership Interest Purchase Agreement (Novo Integrated Sciences, Inc.), Membership Interest Exchange Agreement (Sollensys Corp.)

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement, Asset Purchase Agreement (American Brewing Company, Inc.), Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 5 contracts

Samples: Stock Purchase Agreement (Dril-Quip Inc), Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 5 contracts

Samples: Asset Purchase Agreement (ARC Group Worldwide, Inc.), Asset Purchase Agreement (Inuvo, Inc.), Acquisition Agreement (Odyssey Marine Exploration Inc)

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger

Appears in 4 contracts

Samples: Share Exchange Agreement (Document Security Systems Inc), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.)

Appears in 4 contracts

Samples: Employment Agreement (Turning Point Brands, Inc.), Asset Purchase Agreement (Dynatronics Corp), Asset Purchase Agreement (Ecoark Holdings, Inc.)

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~9.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Merger Agreement (Sollensys Corp.), Stock Purchase Agreement (HeartCore Enterprises, Inc.), Merger Agreement (Sollensys Corp.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~9.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ objects to ~~consent~~ such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party ~~fails to consent~~ consents to such firm offer ~~and also fails to assume defense of such Third Party Claim,~~ the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~9.03(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Share Exchange Agreement (Descrypto Holdings, Inc.), Exchange Agreement (MDWerks, Inc.), Exchange Agreement (Credex Corp)

Settlement of Third Party Claims. ~~Notwithstanding~~ If the Indemnifying Party does not elect to assume control of the defense of any ~~other provision~~ Third Party Claim or, after request by the Indemnified Party, fails to do so, the Indemnified Party shall have (but shall not otherwise have) the exclusive right to contest, settle or pay the amount claimed and any Losses incurred by the Indemnified Party in connection with such contest, settlement or payment shall be conclusive as to the existence and amount of ~~this Agreement~~any liability of the Indemnifying Party to the Indemnified Party hereunder. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not ~~enter into settlement of~~ settle any Third Party Claim without the ~~prior~~ written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, however, that (a) no Indemnified Party shall be obligated to consent to any compromise or settlement that does not provide for a complete release of the Claim against the Indemnified Party, and (b) the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason other than the failure of such settlement to conform to the requirements of the preceding clause (a).

Appears in 4 contracts

Samples: License and Distribution Agreement (Cypress Bioscience Inc), Securities Purchase Agreement (Cypress Bioscience Inc), License and Distribution Agreement (Cypress Bioscience Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the ~~prior~~ advance written consent of the Indemnified ~~Party~~Party (which consent the Indemnified Party shall not unreasonably withhold, delay, or condition), except as provided in this Section ~~8.05(b~~9.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with ~~such Third~~ the Third-Party Claim and the Indemnifying Party desires to accept and agree to ~~such~~ the offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to ~~such firm~~ the settlement offer within ten days after its receipt of ~~such~~ the notice, the Indemnified Party may continue to contest or defend ~~such Third~~ the Third-Party ~~Claim~~ Claim, and in such event, the maximum liability of the Indemnifying Party as to ~~such Third~~ the Third-Party Claim ~~shall~~ will not exceed the amount of ~~such~~ the settlement offer. If the Indemnified Party fails to consent to ~~such firm~~ the settlement offer and also fails to assume defense of ~~such Third~~ the Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in ~~such firm offer to settle such Third Party Claim. If~~ the ~~Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any~~ settlement ~~without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)~~offer.

Appears in 4 contracts

Samples: Framework Agreement (Via Optronics AG), Framework Agreement (Via Optronics AG), Framework Agreement (Via Optronics AG)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~5.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ consents to ~~consent~~ such firm offer the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party objects to such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~5.04(b), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Asset Purchase Agreement (MDWerks, Inc.), Asset Purchase Agreement (MDWerks, Inc.), Asset Purchase Agreement (C-Bond Systems, Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 4 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement

Appears in 3 contracts

Samples: Stock Purchase Agreement (Escalon Medical Corp), Membership Interest Purchase Agreement (Enservco Corp), Stock Purchase Agreement (ERBA Diagnostics, Inc.)

Appears in 3 contracts

Samples: Asset Purchase Agreement (Hooker Furniture Corp), Stock Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Luna Innovations Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.6(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.6(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement

Appears in 3 contracts

Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Share Purchase Agreement (Super League Gaming, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~8.04(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give prompt written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ fifteen (15) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.03(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ consents to ~~consent~~ such firm offer the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party objects to such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~8.03(b), it the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Option Agreement (Bitech Technologies Corp), Warrant Exchange Agreement (Harmony Energy Technologies Corp), Settlement and Release Agreement (Harmony Energy Technologies Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third Party~~ Third-party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a ~~Third Party~~ Third-party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third Party~~ Third-party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third Party~~ Third-party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third Party~~ Third-party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third Party~~ Third-party Claim, the Indemnifying Party may settle the ~~Third Party~~ Third-party Claim upon the terms set forth in such firm offer to settle such ~~Third Party~~ Third-party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, delayed, denied, or ~~delayed~~conditioned).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (VNUE, Inc.), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (R F Industries LTD)

Appears in 3 contracts

Samples: Share Purchase Agreement (W P Carey & Co LLC), Share Purchase Agreement (Eyegate Pharmaceuticals Inc), Asset Purchase Agreement (Accuride Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.5(b), which consent shall not be unreasonably withheld, delayed or conditioned. If a firm offer is made to settle a Third Party Claim without leading to ~~liability~~ liability, admission of guilt or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Investment Agreement (MedMen Enterprises, Inc.), Investment Agreement, Investment Agreement

Appears in 3 contracts

Samples: Stock Purchase Agreement (Clearone Inc), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)

Appears in 3 contracts

Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Membership Interest Purchase Agreement (Big Sky Productions, Inc.), Agreement and Plan of Reorganization (Development Capital Group, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~10.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~10.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Guaranty Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.), Guaranty Agreement (Green Plains Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Merger Agreement (Cen Biotech Inc), Agreement (Sugarmade, Inc.), Merger Agreement (Healthcare Solutions Management Group, Inc.)

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Viking Energy Group, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the~~ The Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Martin Midstream Partners Lp), Purchase Agreement (Endo International PLC), Purchase Agreement (Boston Scientific Corp)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the Indemnifying~~ (i) Any Indemnified Party shall ~~not enter into settlement~~ have the right to employ separate counsel and to participate in the defense of any Third Party Claim ~~without~~ (including any Tax Contest), but the ~~prior written consent~~ fees and expenses of such counsel shall not be at the ~~Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation~~ expense of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party ~~desires to accept and agree to such offer,~~ unless (A) the Indemnifying Party shall ~~give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice~~have failed, ~~the Indemnified Party may continue to contest~~ or ~~defend such Third Party Claim and in such event~~is not entitled, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume the defense of such Third Party ~~Claim~~Claim in accordance with Section 7.05(a), (B) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party ~~may settle~~ or (C) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or are available to the Indemnifying Party but the assertion of which would be adverse to the interests of the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim ~~upon~~ in good faith, the ~~terms set forth in such firm offer to~~ Indemnified Party shall not pay or settle any such Third Party Claim. If Notwithstanding the foregoing, the Indemnified Party ~~has assumed~~ shall have the ~~defense pursuant~~ right to ~~Section 8.05(a),~~ pay or settle any such Third Party Claim; provided that in such event it shall ~~not agree~~ waive any right to ~~any settlement without the written consent of~~ indemnity therefor by the Indemnifying Party ~~(which consent~~ for such Third Party Claim unless the Indemnifying Party shall ~~not be unreasonably withheld~~ have consented to such payment or ~~delayed)~~settlement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Joe's Jeans Inc.), Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (EV Energy Partners, LP), Stock Purchase Agreement (EV Energy Partners, LP), Contribution Agreement and Plan of Merger (Alliqua BioMedical, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the ~~Indemnifying Party shall~~ Indemnitor will not enter into settlement of any Third Party Claim without the prior written consent of the ~~Indemnified Party~~Indemnitee (which consent will not be unreasonably withheld, conditioned or delayed), except as provided in this Section ~~8.05(b~~8.4(b). If ~~a firm~~ an offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the ~~Indemnified Party~~ Indemnitee and ~~provides, in customary form,~~ provides for the unconditional release of each ~~Indemnified Party~~ Indemnitee from all liabilities and obligations in connection with such Third Party Claim and the ~~Indemnifying Party~~ Indemnitor desires to accept and agree to such offer, the ~~Indemnifying Party shall~~ Indemnitor will give written notice to that effect to the ~~Indemnified Party~~Indemnitee. If the ~~Indemnified Party~~ Indemnitee fails to consent to such ~~firm~~ offer within ten ~~days~~ Business Days after its receipt of such notice, the ~~Indemnified Party~~ Indemnitor may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the ~~Indemnifying Party~~ Indemnitor as to such Third Party Claim ~~shall~~ will not exceed the amount of such settlement offer. If the ~~Indemnified Party~~ Indemnitee fails to consent to such ~~firm~~ offer and also fails to assume defense of such Third Party Claim, the ~~Indemnifying Party~~ Indemnitor may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Derma Sciences, Inc.), Agreement and Plan of Merger (Derma Sciences, Inc.), Agreement and Plan of Merger (Derma Sciences, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~10.02(b). If ~~a firm~~ an offer is made to settle a Third Party Claim ~~without leading~~ (a “Proposed Settlement”) and such offer would not lead to liability or the creation of a financial or other obligation ~~on the part~~ of the Indemnified Party and ~~provides, in customary form,~~ such offer provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party ~~Claim~~ Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten ~~days after its~~ (10) Business Days of receipt of such notice, then the Indemnified Party may ~~continue to~~ contest or defend such Third Party Claim ~~and~~ and, in such event, the maximum liability of the Indemnifying Party as with respect to such Third Party Claim shall not exceed the amount of such ~~settlement offer~~Proposed Settlement. If the Indemnified Party fails to consent to such ~~firm offer~~ Proposed Settlement and also fails to assume defense of such Third Party Claim, then the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such ~~firm offer to settle such Third Party Claim~~Proposed Settlement. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~10.02(a), it shall not agree to any ~~settlement~~ Proposed Settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.), Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.), Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sprague Resources LP), Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP)

Appears in 2 contracts

Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Legend Oil & Gas, Ltd.), Asset Purchase Agreement (Sprague Resources LP)

Appears in 2 contracts

Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cemtrex Inc), Asset Purchase Agreement (Trex Co Inc)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kingsway Financial Services Inc), Stock Purchase Agreement (Lucy Scientific Discovery, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement, the~~ The Indemnifying Party shall not ~~enter into settlement of~~ be liable for any Third Party Claim which is settled or otherwise compromised or in respect of which any admission of liability is made without ~~the~~ its prior written consent. In such connection, if the Indemnified Party shall receive from a Third Party or if the Indemnified Party shall propose to make to a Third Party an offer of settlement of such Third Party Claim (a "Settlement Offer"), the Indemnified Party shall notify the Indemnifying Party of such Settlement Offer promptly upon receipt thereof from the Third Party and reasonably in advance of responding thereto, or reasonably in advance of making such Settlement Offer, and shall provide with such notice all related supporting documentation reasonably required to enable the Indemnifying Party to assess the relative merits of the Settlement Offer. At the reasonable request of either of the parties, the parties will consult in good faith with respect to any such Settlement Offer. The Indemnifying Party shall then determine in the exercise of its own reasonable business judgment whether or not to consent of to the Settlement Offer. If a Settlement Offer is received, which the Indemnifying Party, but not the Indemnified Party, ~~except as provided in this Section 8.05(b). If a firm offer~~ is ~~made~~ willing to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such noticeaccept, the Indemnified Party may elect to continue ~~to contest or defend~~ the defense of such ~~Third Party Claim and~~ claim at its own expense, in ~~such event,~~ which case the ~~maximum~~ liability of the Indemnifying Party shall be limited to the lesser of: (i) Damages calculated as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle if the Third Party Claim ~~upon~~ were settled in accordance with the ~~terms set forth in such firm offer to settle such~~ proposed Settlement Offer, and (ii) the Damages actually suffered by the Indemnified Party taking into account the final determination of the Third Party Claim. ~~If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of~~ The failure by the Indemnifying Party to respond in writing to a written request for consent to a Settlement Offer for a period of more than ten (~~which~~ 10) Business Days after receipt of such request by the Indemnifying Party shall be deemed a consent ~~shall not be unreasonably withheld or delayed)~~by the Indemnifying Party to such request.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Paradigm Geophysical LTD), Securities Purchase Agreement (General Geophysics Co)

Settlement of Third Party Claims. By the Indemni fied Person. So long as the Indemnifying Party is contesting any such claim, proceeding or suit in good faith, the Indemnified Person shall not pay or settle any such claim, proceeding or suit. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay or settle any ~~other provision of~~ such claim, proceeding or suit, provided that in such event the Indemnified Person shall waive any right to indemnity therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as Loss or Expense under this ~~Agreement,~~ Section 14. 22 If the Indemnifying Party shall not ~~enter into settlement~~ have undertaken the conduct and control of the defense of any ~~Third Party Claim without~~ claim, proceeding or suit as provided above, the Indemnified Person, on not less than 30 days' prior written ~~consent~~ Notice to the Indemnifying Party, may make settlement (including payment in full) of such claim and such settlement shall be binding upon the Parties hereto for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Person to contest such claim at the expense of the ~~Indemnified~~ Indemnifying Party. In such event, ~~except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of~~ the Indemnified ~~Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection~~ Person shall promptly comply with such ~~Third Party Claim~~ request and the Indemnifying Party ~~desires~~ shall have the right to ~~accept and agree~~ direct the defense of such claim or any litigation based thereon subject to ~~such offer~~all of the conditions of this Section 14. Anything in this Section 14 to the contrary notwithstanding, if the Indemnified Person advises the Indemnifying Party ~~shall give written notice~~ that it has determined to ~~that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt~~ make settlement of ~~such notice~~a claim, the Indemnified ~~Party may continue~~ Person shall have the right to do so at its own cost and expense, without any requirement to contest ~~or defend~~ such ~~Third Party Claim and in such event,~~ claim at the ~~maximum liability~~ request of the Indemnifying ~~Party as to such Third Party Claim shall not exceed~~ Party, but without any right under the ~~amount~~ provisions of ~~such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim,~~ this Section 14 for indemnification by the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Party.

Appears in 2 contracts

Samples: Shared Services Agreement (Eloyalty Corp), Shared Services Agreement (Eloyalty Corp)

Appears in 2 contracts

Samples: Shareholders Agreement (Cerberus Cyber Sentinel Corp), Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement,~~ If an Indemnifier elects to assume the ~~Indemnifying Party shall not enter into settlement~~ -------------------------------- defence of any Third Party Claim ~~without~~ as provided in Section 5.4 hereof, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence thereof. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 calendar days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, ~~except as provided in this Section 8.05(b)~~the Indemnifier shall not enter into any compromise or settlement of any Third Party Claim which would lead to liability or create any financial or other material obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party ~~and provides, in customary form,~~ for which the ~~unconditional release of each~~ Indemnified Party ~~from all liabilities and obligations in connection with such Third Party Claim~~ is not entitled to indemnification hereunder and the ~~Indemnifying Party~~ Indemnifier desires to accept ~~and agree to~~ such offer, the ~~Indemnifying Party~~ Indemnifier shall give written notice to ~~that effect to~~ the Indemnified ~~Party~~Party to that effect. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ 30 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim ~~and~~ and, in such event, the maximum liability of the ~~Indemnifying Party as~~ Indemnifier with respect to such Third Party Claim shall ~~not exceed~~ be (a) the amount of ~~such~~ the offer of settlement ~~offer. If~~ which the Indemnified Party ~~fails~~ refused to ~~consent~~ accept plus the costs and expenses of the Indemnified Party prior to the date the Indemnifier notifies the Indemnified Party of the offer of settlement and (b) the actual out-of-pocket amount the Indemnified Party is obligated to pay as a result of continuing to pursue such ~~firm offer and also fails~~ matter, whichever is the lesser. An Indemnifier shall be entitled to ~~assume defense~~ recover from the Indemnified Party any additional expenses incurred by such Indemnifier as a result of the decision of the Indemnified Party to contest or defend such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement (Bid Com International Inc), Agreement (Bid Com International Inc)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Travelzoo), Stock Purchase Agreement (Travelzoo)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Trans Lux Corp), Asset Purchase Agreement (Trans Lux Corp)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Upexi, Inc.), Securities Purchase Agreement (Upexi, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding~~ (i) Any Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any ~~other provision~~ Third Party Claim, but the fees and expenses of ~~this Agreement,~~ such counsel shall not be at the expense of the Indemnifying Party unless (A) the Indemnifying Party shall have failed, or is not ~~enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party~~entitled, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume the defense of such Third Party ~~Claim~~Claim in accordance with Section 4.5(d) hereof, (B) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party ~~may settle~~ or (C) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or are available to the Indemnifying Party but the assertion of which would be adverse to the interests of the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim ~~upon~~ in good faith, the ~~terms set forth in such firm offer to~~ Indemnified Party shall not pay or settle any such Third Party Claim. If Notwithstanding the foregoing, the Indemnified Party ~~has assumed~~ shall have the ~~defense pursuant~~ right to ~~Section 8.05(a),~~ pay or settle any such Third Party Claim; provided that in such event it shall ~~not agree~~ waive any right to ~~any settlement without the written consent of~~ indemnity therefor by the Indemnifying Party ~~(which consent~~ for such Third Party Claim unless the Indemnifying Party shall ~~not be unreasonably withheld~~ have consented to such payment or ~~delayed)~~settlement.

Appears in 2 contracts

Samples: Sharing and Facilities Agreement, And Facilities Agreement

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party ~~shall~~ will not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent will not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.4(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party ~~shall~~ will give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim ~~and~~ and, in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim ~~shall~~ will not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party ~~Claim~~Claim in writing within two (2) days after the expiration of the ten (10) day period, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense of any Third Party Claim pursuant to Section ~~8.05(a~~7.4(a), it ~~shall~~ will not agree to any settlement without the written consent of the Indemnifying Party (which consent ~~shall~~ will not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Contribution Agreement (Vinebrook Homes Trust, Inc.), Contribution Agreement (Vinebrook Homes Trust, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party ~~shall not~~ nor the Indemnified Party will enter into settlement of any Third Party Claim without the prior written consent of the ~~Indemnified~~ other Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party ~~shall~~ will give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim ~~shall~~ will not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it ~~shall~~ will not agree to any settlement without the written consent of the Indemnifying Party (which consent ~~shall~~ will not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gas Natural Inc.), Asset Purchase Agreement (Gas Natural Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Item 9 Labs Corp.), Membership Interest Purchase Agreement (Amrep Corp.)

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cannabis Global, Inc.), Stock Purchase Agreement (Discovery Gold Corp)

Settlement of Third Party Claims. ~~Notwithstanding~~ So long as the Responsible Party is reasonably contesting any ~~other provision of this Agreement~~such Third-Party Claim in good faith, the ~~Indemnifying Party~~ Indemnified Person shall not ~~enter into settlement of~~ pay or settle any ~~Third~~ Third-Party Claim without the prior ~~written~~ consent of the ~~Indemnified~~ Responsible Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld). If the Responsible Party does not notify the Indemnified Person within thirty (30) days after the receipt of the Indemnified Person’s notice of a Third-Party Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Person shall have the right to contest, settle or ~~delayed)~~compromise the Third-Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Person, enter into any settlement that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third-Party Claim to all Indemnified Parties of an unconditional release from all Liability with respect to such Third-Party Claim or consent to entry of any judgment, (ii) does not involve only the payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Person or (iv) includes any admission of wrongdoing or misconduct by the Indemnified Person.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Edible Garden AG Inc), Asset Purchase Agreement (Terra Tech Corp.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section ~~8.05(b~~9.06(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.06(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (PAE Inc), Stock Purchase Agreement (PAE Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which indemnification would not be provided by the Indemnifying Party pursuant to this ARTICLE VIII and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party ~~Claim~~Claim without the prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~10.3(d). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim ~~and~~ and, in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section ~~8.05(a~~10.3(d), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Phi Group Inc), Agreement of Purchase and Sale (Phi Group Inc)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/), Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~6.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a)~~6.05, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Famous Daves of America Inc), Asset Purchase Agreement (Famous Daves of America Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b)~~8.5. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or others or providing any restrictions on the operation of such Person's business as conducted, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a),~~ 8.4(a) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bendele Phillip), Agreement and Plan of Merger (Inotiv, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ three days after its receipt of such notice, the Indemnified Party may elect to thereafter defend or, as applicable, may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party (including the possibility of increased Tax liabilities and/or reduced tax attributes in a period beginning after the Closing Date) and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Trulieve Cannabis Corp.), Membership Interest Purchase Agreement (Trulieve Cannabis Corp.)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ra Medical Systems, Inc.), Purchase Agreement (STRATA Skin Sciences, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.06(b). If a firm offer is made to settle a Third Party Claim ~~without leading~~ and if (A) the Indemnifying Party pays or agrees to ~~liability~~ pay or cause to be paid all amounts arising out of such settlement or compromise, (B) such settlement or compromise would not encumber any of the ~~creation~~ assets of ~~a financial or other obligation on~~ any Indemnified Party (in the ~~part of~~ event the Indemnified Party ~~and provides~~is a Buyer Indemnitee, ~~in customary form, for~~ including any assets of the ~~unconditional release of each~~ Seller) or impose any restriction or condition that would apply to or adversely affect any Indemnified Party ~~from all liabilities and obligations in connection with such Third Party Claim and~~ or the conduct of any Indemnified Party’s business, (C) the Indemnifying Party ~~desires to accept and agree to such offer~~obtains, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as ~~to such Third Party Claim shall not exceed the amount~~ a condition of such settlement ~~offer. If the~~ or compromise, a complete release of any Indemnified Party ~~fails to consent to such firm offer and also fails to assume defense of~~ that could reasonably be affected by such Third Party Claim, and (D) such settlement or compromise does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates, the Indemnifying Party may settle ~~the~~ such Third Party Claim ~~upon~~ without the ~~terms set forth in such firm offer to settle such Third Party Claim~~prior written consent of the Indemnified Party. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.06(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle, or enter into ~~settlement of~~ any agreement to settle, any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~11.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section ~~8.05(a~~11.05(a), it shall not settle, or agree to ~~any settlement~~ settle such Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PCF 1, LLC), Agreement and Plan of Merger (Neulion, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~8.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (AMEDICA Corp), Asset Purchase Agreement (AMEDICA Corp)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Smith Micro Software, Inc), Asset Purchase Agreement (Smith Micro Software, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding~~ If the Indemnifying Party elects to assume the defence of any ~~other provision of this Agreement~~Third Party Claim as provided in Section 9.7, the Indemnifying Party shall not ~~enter into settlement~~ be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defence of ~~any~~ such Third Party Claim following the receipt by the Indemnitee of notice of such assumption. However, if in the opinion of the Indemnitee, acting reasonably, there is a conflict between the interests of the Indemnifying Party and the interests of the Indemnitee with respect to such Third Party Claim, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnitee that the Indemnitee believes on reasonable grounds that the Indemnifying Party has failed to take such steps, the Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise the Third Party Claim assisted by counsel of its own choosing and the Indemnifying Party shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnifying Party shall not, without the prior written consent of the ~~Indemnified Party~~Indemnitee, ~~except as provided in this Section 8.05(b). If a firm offer is made~~ not to ~~settle a Third Party Claim without leading to liability~~ be unreasonably withheld, enter into any compromise or ~~the creation~~ settlement of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, which would lead to liability or create any other obligation, financial or otherwise, on the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)Indemnitee.

Appears in 2 contracts

Samples: Convertible Preferred Share Subscription Agreement (Mitel Networks Corp), Exchange and Release Agreement (Mitel Networks Corp)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Micronet Enertec Technologies, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding~~ Except as otherwise -------------------------------- provided in this Section 5.5 or as otherwise specifically provided in any ~~other provision of this~~ ----------- Ancillary Agreement, unless and until the Indemnifying Party ~~shall not enter into settlement~~ has failed to assume the defense of any Third Party Claim within thirty days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written ~~consent of~~ consent; provided, however, that the ~~Indemnified Party~~Indemnitee shall have the right to settle, ~~except as provided in this Section 8.05(b). If a firm offer is made to settle a~~ compromise or discharge such Third Party Claim without ~~leading to liability or~~ the ~~creation of a financial or other obligation on the part~~ consent of the ~~Indemnified~~ Indemnifying Party ~~and provides, in customary form, for~~ if the ~~unconditional release of each Indemnified~~ Indemnitee releases the Indemnifying Party from ~~all liabilities and obligations in connection~~ its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If, upon expiration of 30 days from the date that the Indemnifying Party ~~desires to accept and agree to such offer~~receives notice of a Third Party Claim from Indemnitee, the Indemnifying Party ~~shall give written notice to that effect to~~ has not notified the ~~Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after~~ Indemnitee of its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails election to assume the defense of such Third Party Claim, then in no event shall the Indemnitee settle, compromise or discharge such Third Party Claim without providing prior written notice to the Indemnifying Party, and the Indemnifying Party ~~may settle~~ shall then have the ~~Third Party Claim upon the terms set forth in~~ option within fifteen days following receipt of such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).notice to:

Appears in 2 contracts

Samples: Distribution Agreement (Triad Hospitals LLC), Distribution Agreement (Lifepoint Hospitals LLC)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and ~~also~~ fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned, or delayed).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (reAlpha Tech Corp.), Stock Purchase Agreement (reAlpha Tech Corp.)

Appears in 2 contracts

Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~9.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim (at the Indemnified Party’s sole cost and expense) and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (American Midstream Partners, LP), Membership Interest Purchase Agreement (Green Plains Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement or admit liability in respect of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section ~~8.05(b~~6.2(e)(ii). If a firm offer is made to settle a ~~Third~~ Third-Party Claim ~~without leading~~ that (i) will be entirely indemnified by the Indemnifying Party pursuant to ~~liability or the creation of~~ this Section 6.2, (ii) includes a ~~financial or other obligation on the part of the Indemnified Party and provides, in~~ customary ~~form, for the~~ unconditional release by the Person(s) asserting such Third-Party Claim of each Indemnified Party from all ~~liabilities and obligations~~ Liabilities in connection with such ~~Third~~ Third-Party ~~Claim~~ Claim, and (iii) does not impose any injunctive relief or other material restrictions of any kind or nature on any Indemnified Party or require admission of wrong-doing by any Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ twenty (20) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such firm settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third- Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed)offer.

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.5(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Leidos, Inc.), Membership Interest Purchase Agreement (VivoPower International PLC)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party,~~ Party except as provided in this Section ~~8.05(b~~7.04(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of ~~each~~ the Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ twenty (20) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.04(a), it shall not agree to any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement

Appears in 2 contracts

Samples: Asset Purchase Agreement (Superior Uniform Group Inc), Escrow Agreement (Superior Uniform Group Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, if the Indemnifying Party assumes the defense of any Third Party Claim pursuant to Section 8.05, (i) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement ~~of any~~ with respect to such Third Party Claim without the prior written consent of the Indemnified ~~Party, except as provided in this Section 8.05(b). If a firm offer is made~~ Party (which consent shall be given if the settlement by its terms (1) obligates the Indemnifying Party to ~~settle a Third Party Claim without leading to liability or~~ pay the ~~creation of a financial or other obligation on the part~~ full amount of the ~~Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations~~ liability in connection with such Third Party ~~Claim~~ Claim, (2) fully and finally releases the Indemnified Party completely in connection with such Third Party Claim, and (3) does not impose any obligation or restriction on such Indemnified Party or its Affiliates). If the Indemnifying Party ~~desires to accept and agree to such offer,~~ does not assume the ~~Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt~~ defense of ~~such notice, the Indemnified Party may continue to contest or defend~~ such Third Party ~~Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party~~ Claims or fails to ~~consent to such firm offer and also fails to assume~~ diligently prosecute or withdraws from the defense of ~~such~~ a Third Party Claim, the Indemnifying Party ~~may settle the Third Party Claim upon the terms set forth in such firm offer~~ will not be obligated to ~~settle such Third Party Claim. If~~ indemnify the Indemnified Party ~~has assumed the defense pursuant to Section 8.05(a), it shall not agree to~~ for any settlement entered into or any judgment consented to without the prior the Indemnifying Party’s prior written consent ~~of the Indemnifying Party~~ (which consent shall not be unreasonably ~~withheld~~ withheld, delayed or ~~delayed~~conditioned). Notwithstanding any other provision of this Agreement, whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, if the Indemnified Party admits any liability with respect to, or settles, compromises or discharges, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), then such admission, settlement or compromise will not be binding upon or constitute evidence against the Indemnifying Party for purposes of determining whether the Indemnified Party has incurred Losses that are indemnifiable pursuant to this Article VIII or the amount thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (SOCIAL REALITY, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified ~~Party~~ Party, does not require any admission or acknowledgement of liability or fault of the Indemnified Party, and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wavedancer, Inc.), Stock Purchase Agreement (Wavedancer, Inc.)

Settlement of Third Party Claims. ~~Notwithstanding any other provision of this Agreement,~~ In connection with the ~~Indemnifying Party shall not enter into~~ settlement or compromise of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party ~~may~~ shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Third Party Claims or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim ~~upon the terms set forth in such firm offer to settle~~ of all Indemnified Parties affected by such Third Party ~~Claim. If~~ Claim or (ii) settle or compromise any Third Party Claim if the settlement or compromise imposes equitable remedies or material obligations on the Indemnified Party ~~has assumed~~ other than financial obligations for which such Indemnified Party will be indemnified hereunder or (iii) settle or compromise any Third Party Claim if the ~~defense pursuant~~ Indemnified Party will be required to make any payment with respect to such compromise or settlement due to the application of the limitations of Section ~~8.05(a), it~~ 10.5. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party in accordance with the terms of this Agreement shall ~~not agree to any settlement~~ be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); provided, however, if a Third Party Claim is being defended by an Indemnified Party pursuant to the last sentence of clause (b) above (unless the Indemnifying Party and Indemnified Party mutually agree that the Indemnified Party shall defend such Third Party Claim), the limitations on the Indemnified Party's right to settle or compromise set forth in this clause (c) shall not apply to such Indemnified Party, unless the Indemnifying Party has been advancing (in a timely manner) payment of such Indemnified Party's costs and expenses associated with such defense (subject to the undertaking of the Indemnified Party to reimburse such advances in the event such costs of defense are not ultimately to be indemnifiable under this Section 10).

Appears in 2 contracts

Samples: Membership Interest and Asset Purchase Agreement (Varsity Group Inc), Asset Purchase Agreement (Libbey Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~8.5(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such ~~Third~~ Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such ~~Third~~ Third-Party Claim, the Indemnifying Party may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.)

Appears in 2 contracts

Samples: Asset Purchase Agreement (P&f Industries Inc), Asset Purchase Agreement (P&f Industries Inc)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the ~~Indemnifying Party~~ Company shall not enter into settlement of any ~~Third~~ Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section ~~8.05(b~~8.02(b). If a firm offer is made to settle a ~~Third~~ Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such ~~Third~~ Third-Party Claim and the ~~Indemnifying Party~~ Company desires to accept and agree to such offer, the ~~Indemnifying Party~~ Company shall give written notice to that effect to the Indemnified Party. If the Indemnified Party ~~fails~~ objects to ~~consent~~ such offer, or does not provide a response to such firm offer within ten days after its receipt of such ~~notice~~notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party ~~may~~ shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such ~~Third~~ Third-Party Claim and in such ~~event,~~ event the maximum liability of the ~~Indemnifying Party~~ Company as to such ~~Third~~ Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party ~~fails to consent~~ consents to such firm offer ~~and also fails to assume defense of such Third Party Claim,~~ the ~~Indemnifying Party~~ Company may settle the ~~Third~~ Third-Party Claim upon the terms set forth in such firm offer to settle such ~~Third~~ Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~8.02(a), it the Indemnified Party shall not agree to any settlement without the written consent of the ~~Indemnifying Party~~ Company (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Grom Social Enterprises, Inc.)

Appears in 2 contracts

Samples: Securities and Asset Purchase Agreement (Premiere Global Services, Inc.), Securities and Asset Purchase Agreement (Easylink Services International Corp)

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified ~~Party~~Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section ~~8.05(b~~7.05(b). If a firm offer is made to settle a Third Party Claim (i) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party, (ii) that does not include any statement as to or an admission of fact, culpability or a failure to act by or on behalf of any Indemnified Party, (iii) that does not involve, in any manner, any injunctive relief against any Indemnified Party and could not materially and adversely affect the Indemnified Party and (iv) that provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party ~~Claim~~ Claim, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ~~ten~~ thirty days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section ~~8.05(a~~7.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cynergistek, Inc), Asset Purchase Agreement

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cerberus Cyber Sentinel Corp), Share Purchase Agreement (Cerberus Cyber Sentinel Corp)

Common use of Settlement of Third Party Claims Clause in Contracts