Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense of such Third Party Claim, then the Claiming Party may conduct the defense of such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of the Claiming Party in connection therewith, and the Claiming Party may compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (NewAge, Inc.), Merger Agreement (New Age Beverages Corp)
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense Defense of such Third Party Claim, then the Claiming Party may conduct the defense Defense of such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of in any manner that the Claiming Party in connection therewithreasonably deems appropriate, at the expense of the Indemnifying Party, which expenses shall be reasonable and documented (subject to the other limitations of this Article 8), and the Claiming Party may will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).
Appears in 2 contracts
Sources: Asset Purchase Agreement (G Iii Apparel Group LTD /De/), Asset Purchase Agreement (PreVu, INC)
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense of such Third Party Claim, then the Claiming Party may conduct the defense of such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of the Claiming Party in connection therewiththerewith will be paid by the Indemnifying Party, and the Claiming Party may will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).
Appears in 1 contract
Sources: Stock Purchase Agreement (Winnebago Industries Inc)
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense Defense of such Third Party Claim, then the Claiming Party may conduct the defense Defense of such Third Party Claim and in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party shall pay (subject to the reasonable fees and expenses other limitations of the Claiming Party in connection therewiththis Article 8), and the Claiming Party may will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).
Appears in 1 contract