Settlements. Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 10 contracts
Samples: Indemnification Agreement (Verisilicon Holdings Co LTD), Indemnification Agreement (New Home Co Inc.), Indemnification Agreement (LGI Homes, Inc.)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any Proceeding action or claim in any manner that would impose any limitation or unindemnified penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee , which consent shall not be unreasonably withhold their consent to any proposed settlementwithheld.
Appears in 9 contracts
Samples: Indemnification Agreement (Pogo Producing Co), Indemnification Agreement (Pogo Producing Co), Indemnification Agreement (Pogo Producing Co)
Settlements. Notwithstanding anything Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary contained hereinnotwithstanding, the Company shall not be required have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding effected without Proceeding, unless the Company’s prior written consentCompany has consented in writing to such settlement, which consent shall not be unreasonably withheld. The Company shall not settle any Proceeding claim in any manner that would impose any penalty fine or limitation any obligation on the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee , which consent shall not be unreasonably withhold their consent to any proposed settlementwithheld.
Appears in 8 contracts
Samples: Indemnification Agreement (Centuri Holdings, Inc.), Indemnification Agreement (Southwest Gas Corp), Indemnification Agreement (Southwest Gas Corp)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent. The Company shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.
Appears in 7 contracts
Samples: Indemnification Agreement (Kontoor Brands, Inc.), Form of Indemnification Agreement (Kenexa Corp), Indemnification Agreement (MEDecision, Inc.)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this the Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld or delayed. The Company shall not settle any Proceeding action or claim in any manner that which would impose any material penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their , which consent to any proposed settlementmay be withheld in Indemnitee’s sole and absolute discretion.
Appears in 5 contracts
Samples: Indemnification Agreement (Medistem Laboratories, Inc.), Indemnification Agreement (Brownshire Holdings, Inc.), Indemnification Agreement (Medistem Laboratories, Inc.)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or Proceeding effected without the Company’s prior its written consent. The Company shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall may unreasonably withhold their its consent to any proposed settlement.
Appears in 4 contracts
Samples: Indemnity Agreement (Prairie Operating Co.), Indemnity Agreement (Civitas Resources, Inc.), Indemnity Agreement (Bonanza Creek Energy, Inc.)
Settlements. Notwithstanding anything to the contrary contained hereinprovided in Section 2 hereof, the Company shall not be required have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without unless the Company’s Company shall have provided its prior written consentconsent to the terms of such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall not settle any Proceeding in any manner that would impose any penalty fine or limitation other obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee , which shall not be unreasonably withhold their consent to any proposed settlementwithheld, conditioned or delayed.
Appears in 2 contracts
Samples: Indemnification Agreement (Leonardo DRS, Inc.), Indemnification Agreement (ProSight Global, Inc.)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent. The Company shall not settle any Proceeding in any manner that action or claim which would impose any limitation, payment obligation, cost or penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.
Appears in 2 contracts
Samples: Indemnification Agreement (Lenco Mobile Inc.), Indemnification Agreement (Lenco Mobile Inc.)
Settlements. Notwithstanding anything to the contrary contained hereinin this Agreement or the Company’s Certificate of Incorporation or Bylaws, the Company shall not be required have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding effected without Proceeding, unless the Company’s prior written consentCompany has consented in writing to such settlement, which consent shall not be unreasonably withheld. The Company shall not settle any Proceeding claim in any manner that would impose any penalty fine or limitation obligation on the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee , which consent shall not be unreasonably withhold their consent to any proposed settlementwithheld.
Appears in 2 contracts
Samples: Indemnification Agreement (Nextnav Inc.), Indemnification Agreement (SkyWater Technology, Inc)
Settlements. Notwithstanding anything to the contrary contained herein, the Company shall will not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any a Proceeding effected without the Company’s its prior written consent, unless it is determined that Company wrongly refused to indemnify Indemnitee or advance expenses with respect to that Proceeding. The Company shall will not settle any such Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably will withhold its or their consent to any proposed settlement.
Appears in 2 contracts
Samples: Director and Officer Indemnification Agreement (Manhattan Associates Inc), Form of Director and Officer Indemnification Agreement (Manhattan Associates Inc)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify the Indemnitee under this the Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent. The Company shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall , which consent will not unreasonably withhold their consent to any proposed settlementbe withheld.
Appears in 2 contracts
Samples: Indemnification Agreement (West Pharmaceutical Services Inc), Indemnification Agreement (West Pharmaceutical Services Inc)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected a proceeding or claim related thereto without the Company’s prior written consent. The Company shall not settle any Proceeding proceeding or claim related thereto in any manner that would impose any penalty fine or limitation other obligation on Indemnitee (whether monetary or non-monetary) without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, condition or delay their consent to any proposed settlement.
Appears in 1 contract
Settlements. Notwithstanding anything Prior to the contrary contained hereina Change of Control, the Company shall not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any Proceeding action or claim in any manner that would impose any limitation or unindemnified penalty or limitation on Indemnitee without Indemnitee’s prior 's written consent. Neither the Company nor Indemnitee , which consent shall not be unreasonably withhold their consent to any proposed settlementwithheld.
Appears in 1 contract
Samples: Conocophillips Indemnification Agreement (Conocophillips)
Settlements. Notwithstanding anything to the contrary contained hereinUnless a Change of Control has occurred, the Company shall not be required have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding Claim effected without the Company’s prior written consent. The Company shall not settle any Proceeding claim in any manner that which would impose any penalty Fine or limitation any obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Samples: Indemnification Agreement (Schweitzer Mauduit International Inc)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this the Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent. The Company shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall , which consent will not unreasonably withhold their consent to any proposed settlementbe withheld.
Appears in 1 contract
Settlements. Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s 's prior written consent. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s 's prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent. The Company shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior 's written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent. The Company shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior 's written consent. Neither the Company nor Indemnitee shall unreasonably will reasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Settlements. Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or proceeding effected without the Company’s prior written consent. The Company shall not settle any Proceeding action or proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any Proceeding action or claim in any manner that would impose any limitation or unindemnified penalty or limitation on Indemnitee without Indemnitee’s prior 's written consent. Neither the Company nor Indemnitee , which consent shall not be unreasonably withhold their consent to any proposed settlementwithheld.
Appears in 1 contract
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior its written consent. The Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Samples: Indemnification Agreement (Pep Boys Manny Moe & Jack)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior its written consent. The Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior 's written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.
Appears in 1 contract
Samples: Indemnification Agreement (Pep Boys Manny Moe & Jack)
Settlements. Notwithstanding anything to the contrary contained herein, the The Company shall not be required have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without unless the Company’s Company shall have provided its prior written consentconsent to the terms of such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall not settle any Proceeding in any manner that would impose any penalty fine or limitation other obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee , which shall not be unreasonably withhold their consent to any proposed settlementwithheld, conditioned or delayed.
Appears in 1 contract