Common use of Settlement Proposals Clause in Contracts

Settlement Proposals. In the event the Indemnified Party desires to settle any such third-party claim (whether or not contested by the Indemnifying Party), the Indemnified Party shall advise the Indemnifying Party of the amount it proposes to pay in settlement thereof and the terms of the settlement thereof (the “Proposed Settlement”). If such Proposed Settlement is unsatisfactory to the Indemnifying Party, it shall have the right, at its own expense, to contest such claim by giving written notice of such election to the Indemnified Party within ten (10) days after the Indemnifying Party has been advised of the Proposed Settlement. If the Indemnifying Party does not deliver such written notice within ten (10) days after the Indemnifying Party has been advised of the Proposed Settlement, the Indemnified Party may offer the Proposed Settlement to the third-party making such claim. If the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which the Indemnified Party may wish to present to the party making such claim shall first be presented to the Indemnifying Party who shall have the right, subject to the conditions hereinabove set forth in this Section 21.6, to contest such claim. In all such events, the Indemnifying Party shall indemnify the Indemnified Party and hold it harmless against and from any and all costs of defense, payment or settlement, including reasonable attorneys’ fees incurred in connection therewith.

Appears in 1 contract

Samples: Agreement of Sale (Adcare Health Systems Inc)

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Settlement Proposals. In the event If the Indemnified Party desires to settle any such third-party claim (whether or not contested by the Indemnifying PartyIndemnitor), the Indemnified Party shall advise the Indemnifying Party Indemnitor of the amount it proposes to pay in settlement thereof and the terms of the settlement thereof (the "Proposed Settlement"). If such Proposed Settlement is unsatisfactory to the Indemnifying PartyIndemnitor, it shall have the right, at its own expense, to contest such claim by giving written notice of such election to the Indemnified Party within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement. If the Indemnifying Party Indemnitor does not deliver such written notice within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement, the Indemnified Party may offer the Proposed Settlement to the third-third party making such claim. If the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which that the Indemnified Party may wish to present to the party making such claim shall first be presented to the Indemnifying Party Indemnitor who shall have the right, subject to the conditions hereinabove set forth in this Section 21.612.14, to contest such claim. In all such events, the Indemnifying Party Indemnitor shall indemnify the Indemnified Party and hold it harmless against and from any and all costs of defense, payment or settlement, including reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Interactive Inc/Pa)

Settlement Proposals. In the event the Indemnified Party desires to settle any such third-party claim (whether or not contested by the Indemnifying PartyIndemnitor), the Indemnified Party shall advise the Indemnifying Party Indemnitor of the amount it proposes to pay in settlement thereof and the terms of the settlement thereof (the "Proposed Settlement"). If such Proposed Settlement is unsatisfactory to the Indemnifying PartyIndemnitor, it shall have the right, at its own expense, to contest such claim by giving written notice of such election to the Indemnified Party within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement. If the Indemnifying Party Indemnitor does not deliver such written notice within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement, the Indemnified Party may offer the Proposed Settlement to the third-third party making such claim. If the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which the Indemnified Party may wish to present to the party making such claim shall first be presented to the Indemnifying Party Indemnitor who shall have the right, subject to the conditions hereinabove set forth in this Section 21.6Section, to contest such claim. In all such events, the Indemnifying Party Indemnitor shall indemnify the Indemnified Party and hold it harmless against and from any and all costs of defense, payment or settlement, including reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Samples: Exhibit 2 (Manugistics Group Inc)

Settlement Proposals. In the event the Indemnified Party desires to -------------------- settle any such third-party claim (whether or not contested by the Indemnifying PartyIndemnitor), the Indemnified Party shall advise the Indemnifying Party Indemnitor of the amount it proposes to pay in settlement thereof and the terms of the settlement thereof (the "Proposed Settlement"). If such Proposed Settlement is unsatisfactory to the Indemnifying PartyIndemnitor, it shall have the right, at its own expense, to contest such claim by giving written notice of such election to the Indemnified Party within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement. If the Indemnifying Party Indemnitor does not deliver such written notice within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement, the Indemnified Party may offer the Proposed Settlement to the third-third party making such claim. If the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which the Indemnified Party may wish to present to the party making such claim shall first be presented to the Indemnifying Party Indemnitor who shall have the right, subject to the conditions hereinabove set forth in this Section 21.6Section, to contest such claim. In all such events, the Indemnifying Party Indemnitor shall indemnify the Indemnified Party and hold it harmless against and from any and all costs of defense, payment or settlement, including reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Samples: Purchase and Sale Agreement (GTS Duratek Inc)

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Settlement Proposals. In the event the Indemnified Party desires to settle any such third-third party claim (whether or not contested by the Indemnifying PartyIndemnitor), the Indemnified Party shall advise the Indemnifying Party Indemnitor of the amount it proposes to pay in settlement thereof and the terms of the settlement thereof (the "Proposed Settlement"). If such Proposed Settlement is unsatisfactory to the Indemnifying PartyIndemnitor, it shall have the right, at its own expense, to contest such claim by giving written notice of such election to the Indemnified Party within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement. If the Indemnifying Party Indemnitor does not deliver such written notice within ten (10) days after the Indemnifying Party Indemnitor has been advised of the Proposed Settlement, the Indemnified Party may offer the Proposed Settlement to the third-third party making such claim. If the Proposed Settlement is not accepted by the party making such claim, any new Proposed Settlement figure which the Indemnified Party may wish to present to the party making such claim shall first be presented to the Indemnifying Party Indemnitor who shall have the right, subject to the conditions hereinabove set forth in this Section 21.6Section, to contest such claim. In all such events, the Indemnifying Party Indemnitor shall indemnify the Indemnified Party and hold it harmless against and from any and all costs of defense, payment or settlement, including reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Childrobics Inc)

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