Common use of Settlement without Consent Clause in Contracts

Settlement without Consent. If at any time any Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel, such Indemnifying Party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7 effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested such Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel, such Indemnifying Party shall not be liable for any settlement of the nature contemplated by this Section 7 effected without its consent if such Indemnifying Party (i) reimburses such Indemnified Party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the Indemnified Party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent. if Failure to Reimburse. If at any time any Indemnified Party an indemnified party shall have validly requested an Indemnifying Party indemnifying party to reimburse the Indemnified Party indemnified party for fees and expenses of counsel, such Indemnifying Party indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party indemnifying party of the aforesaid request, (ii) such Indemnifying Party indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such Indemnifying Party indemnifying party shall not have reimbursed such Indemnified Party indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time provided, however, that an Indemnified Party shall have requested such Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel, such Indemnifying Party indemnifying party shall not be liable for any such settlement of the nature contemplated by this Section 7 effected without its consent if such Indemnifying Party indemnifying party (i1) reimburses such Indemnified Party indemnified party with respect to those fees and expenses of counsel that it determines in accordance with such request to the extent it considers such request to be good faith are reasonable and (ii2) provides written notice within ten (10) days after receipt of the request for reimbursement to the Indemnified Party indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent. if Failure to Reimburse. If at any time any Indemnified Party an indemnified party shall have requested an Indemnifying Party indemnifying party to reimburse the Indemnified Party indemnified party for fees and expenses of counsel, such Indemnifying Party indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party indemnifying party of the aforesaid request, (ii) such Indemnifying Party indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such Indemnifying Party indemnifying party shall not have reimbursed such Indemnified Party indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence; provided, if at any time however, that an Indemnified Party shall have requested such Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel, such Indemnifying Party indemnifying party shall not be liable for any such settlement of the nature contemplated by this Section 7 effected without its consent if such Indemnifying Party indemnifying party (ix) reimburses such Indemnified Party indemnified party in accordance with such request to the extent it considers such request to be reasonable and (iiy) provides written notice to the Indemnified Party indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent. if Failure to Reimburse. If at any time any Indemnified Party an indemnified party shall have requested an Indemnifying Party indemnifying party to reimburse the Indemnified Party indemnified party for fees and expenses of counsel, such Indemnifying Party indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7 6(a)(iii) or Section 6(b)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party indemnifying party of the aforesaid request, (ii) such Indemnifying Party indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such Indemnifying Party indemnifying party shall not have reimbursed such Indemnified Party indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party indemnified party shall have requested such Indemnifying Party an indemnifying party to reimburse the Indemnified Party indemnified party for fees and expenses of counsel, such Indemnifying Party an indemnifying party shall not be liable for any settlement of the nature contemplated by this Section 7 6(a)(iii) or Section 6(b)(ii) effected without its consent if such Indemnifying Party indemnifying party (i) reimburses such Indemnified Party indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the Indemnified Party indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.

Settlement without Consent. if Failure to Reimburse. If at any time any Indemnified Party an indemnified party shall have validly requested an Indemnifying Party indemnifying party to reimburse the Indemnified Party indemnified party for fees and expenses of counsel, such Indemnifying Party indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party indemnifying party of the aforesaid request, (ii) such Indemnifying Party indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such Indemnifying Party indemnifying party shall not have reimbursed such Indemnified Party indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time provided, however, that an Indemnified Party shall have requested such Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel, such Indemnifying Party indemnifying party shall not be liable for any such settlement of the nature contemplated by this Section 7 effected without its consent if such Indemnifying Party indemnifying party (i1) reimburses such Indemnified Party indemnified party with respect to those fees and expenses of counsel that it determines in accordance with such request to the extent it considers such request to be good faith are reasonable and (ii2) provides written notice within 10 days after receipt of the request for reimbursement to the Indemnified Party indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement.