Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 21 contracts
Samples: Consulting and Employment Agreement (Triarc Companies Inc), Indemnification Agreement (Wendy's Restaurants, LLC), Indemnification Agreement (Triarc Companies Inc)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine Fine, admission of wrongdoing or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 12 contracts
Samples: Indemnification Agreement (Eloyalty Corp), Indemnification Agreement (Eloyalty Corp), Indemnification Agreement (Eloyalty Corp)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 9 contracts
Samples: Indemnification Agreement (Langer Inc), Indemnification Agreement (Peapod Inc), Indemnification Agreement (Eloyalty Corp)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the prior written consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine fine, penalty or any obligation on Indemnitee, without Indemnitee's ’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, condition or delay their consent to any proposed settlement.
Appears in 3 contracts
Samples: Indemnification Agreement (Christopher & Banks Corp), Indemnification Agreement (Christopher & Banks Corp), Stock Option Agreement (Christopher & Banks Corp)
Settlement. The Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that the Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on the Indemnitee, without the Indemnitee's written consentconsent (other than the payment of money damages for which such Indemnitee is indemnified hereunder). Neither the Company nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 3 contracts
Samples: Indemnification Agreement (Vitaminshoppe Com Inc), Indemnification Agreement (Vitaminshoppe Com Inc), Indemnification Agreement (Vitaminshoppe Com Inc)
Settlement. The Company shall have no obligation not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's prior ’s written consent. The Neither the Company nor any Subsidiary or Affiliate of the Company shall not settle enter into a settlement of any Claim Proceeding that might result in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent imposition of the Indemniteeany Expense, nor shall the Company settle any Claim in any manner which would impose any Fine Other Liability, penalty, limitation or any obligation detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to from any proposed settlementsettlement of any Proceeding.
Appears in 3 contracts
Samples: Indemnity Agreement (Interwoven Inc), Indemnity Agreement (Transforma Acquisition Group Inc.), Indemnity Agreement (Transforma Acquisition Group Inc.)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 3 contracts
Samples: Indemnification Agreement (Plato Learning Inc), Indemnification Agreement (Plato Learning Inc), Form of Indemnification Agreement (EndoCeutics, Inc.)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent. The If the Company has assumed the defense of any Claim and the Indemnitee is not participating in such defense with the Company, the Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 2 contracts
Samples: Indemnification Agreement (Diametrics Medical Inc), Indemnification Agreement (THQ Inc)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected affected without the Company's ’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the prior written consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine fine, penalty or any obligation on Indemnitee, without Indemnitee's ’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, condition or delay their consent to any proposed settlement.
Appears in 2 contracts
Samples: Employment Agreement (Christopher & Banks Corp), Indemnification Agreement (Christopher & Banks Corp)
Settlement. The Company shall have no obligation not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's prior ’s written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall Neither the Company settle nor any Claim Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any manner which would impose any Fine Expense, Other Liability, penalty, limitation or any obligation detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to from any proposed settlementsettlement of any Proceeding.
Appears in 2 contracts
Samples: Indemnity Agreement (Aeluma, Inc.), Indemnification Agreement (Capricor Therapeutics, Inc.)
Settlement. The Company shall have no obligation to indemnify ---------- Indemnitee under this Agreement for any amounts paid by Indemnitee in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the prior written consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
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Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent, unless such consent shall have been unreasonably withheld. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine fine or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
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Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.
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Settlement. The Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that the Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on the Indemnitee, without the Indemnitee's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim Proceeding effected without the Company's ’s prior written consent. The Company shall not settle any Claim Proceeding in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim Proceeding in any manner which would impose any Fine fine, penalty or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its consent to any proposed settlement.
Appears in 1 contract
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine Fine, admission of wrongdoing or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.. Kxxxx X. Xxxxxx Indemnification Agreement
Appears in 1 contract
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its consent to any proposed settlement.
Appears in 1 contract
Samples: Indemnification Agreement (Core Mark International Inc)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid by Indemnitee in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the prior written consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement. 6.
Appears in 1 contract
Settlement. The Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that the Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, the Indemnitee without the Indemnitee's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Samples: Indemnification Agreement (Golden Star Resources LTD)
Settlement. The Subject to the final two sentences of Section 4(d), the Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 1 contract
Settlement. The Company shall have no obligation to indemnify ---------- Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 1 contract
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Samples: Indemnification Agreement (Wendy's/Arby's Group, Inc.)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine Fine, admission of wrongdoing or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 1 contract
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected Proceeding without the Company's ’s prior written consent, which shall not be unreasonably withheld. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim Proceeding in any manner which would that would: (i) impose any Fine fine or other obligation (including without limitation any obligation required by an order or injunction) on IndemniteeIndemnitee or (ii) not include a complete and unconditional release of the Indemnitee from all liabilities on any claims that are the subject matter of such Proceeding, in either case, without Indemnitee's ’s prior written consent. Neither the Company nor Indemnitee , which shall not be unreasonably withhold their consent to any proposed settlementwithheld.
Appears in 1 contract
Samples: Indemnification Agreement (Apria Healthcare Group Inc)
Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the prior written consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any prior Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement.
Appears in 1 contract
Settlement. The Neither the Company nor EMJ shall have no any obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's ’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company or EMJ settle any Claim in any manner which would impose any Fine fine or any obligation on Indemnitee, without Indemnitee's ’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Samples: Indemnification Agreement (Jorgensen Earle M Co /De/)