Unauthorized Settlement Sample Clauses
Unauthorized Settlement. To indemnify Indemnitee with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, to participate in the defense of such action or to indemnify Indemnitee for any amounts paid in settlement of any Proceeding effected without the Corporation’s prior written consent.
Unauthorized Settlement. To indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding covered hereby without the prior written consent of the Company to such settlement, which consent will not be unreasonably withheld provided that the Company’s consent is not required if the Company is refusing to indemnify or advance Expenses to Indemnitee;
Unauthorized Settlement. If the Indemnified Party settles a Third Party Claim without the consent of the Indemnifying Party in contravention of any of the provisions contained herein, the Indemnified Party shall not be entitled to indemnity hereunder with respect to such Third Party Claim.
Unauthorized Settlement. To indemnify Indemnitee for any amounts paid in settlement of any action or claim without Company's written consent.
Unauthorized Settlement. If the Indemnified Party settles any Third Party Claim without the consent of the Indemnifying Party in contravention of any of the provisions of this Section 15.4, the Indemnified Party shall not be entitled to indemnity hereunder with respect to such Third Party Claim. Notwithstanding the foregoing, payments by an Indemnified Party shall not be deemed a settlement of a Third Party Claim in contravention of any of the provisions of this Section 15.4 if: (i) such payments are made in the ordinary course of business; (ii) such payments are made prior the Indemnified Party making a determination that it is entitled to indemnification hereunder; (iii) the Indemnifying Party, after notification of such Third Party Claim, has not promptly undertaken action to resolve such Third Party Claim or has denied its obligation to indemnify the Indemnified Party with respect to such Third Party Claim; or (iv) the failure to make such payment could reasonably result in an impairment of title to any of the Purchased Assets or have a material adverse effect on the value of the Purchased Assets or the Businesses.