Common use of Settlement without Consent if Failure to Reimburse Clause in Contracts

Settlement without Consent if Failure to Reimburse. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, the indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of such request and (ii) such indemnifying party shall not have reimbursed the indemnifying party in accordance with such request prior to the date of such settlement, unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of such indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and such indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. Notwithstanding the foregoing, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, the such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii6(a)(1) or settlement of any claim in connection with any violation referred to in Section 6(e) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such request indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnifying such indemnified party in accordance with such request prior to the date of such settlement, unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of such the indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and such the indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. Notwithstanding the foregoing, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, the such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of such the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnifying indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such failure to reimburse the settlement includes an unconditional release of such indemnified party is based from all liability on a dispute with a good faith basis as to either claims that are the obligation subject matter of such indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and such indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlementproceeding.

Settlement without Consent if Failure to Reimburse. Notwithstanding the foregoing, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, the such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of such the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnifying such indemnified party in accordance with such request prior to the date of such settlement; provided, unless that an indemnifying party shall not be liable for such failure settlement effected without its prior written consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to reimburse the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party is based on a dispute with a good faith basis substantiating the unpaid balance as to either the obligation of such indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and such indemnifying party shall have notified the indemnified party of such good faith dispute unreasonable, in each case prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. Notwithstanding the foregoing, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, the such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such request indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnifying such indemnified party in accordance with such request prior to the date of such settlement, settlement unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of such the indemnifying party arising under this Section 6 to indemnify the indemnified party under this Section 6 or the amount of such obligation and such the indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. Notwithstanding the foregoing, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6counsel, the such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(f) effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such request indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the indemnifying such indemnified party in accordance with such request prior to the date of such settlement, unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of such the indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and such the indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement.

Settlement without Consent if Failure to Reimburse. Notwithstanding the foregoingforegoing sentence, if at any time an indemnified party shall have requested that an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6paragraph, the indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) any proceeding effected without its written consent if (i) such settlement is entered into more than 45 60 days after receipt by such the indemnifying party of such request and (ii) such the indemnifying party shall not have reimbursed the indemnifying indemnified party in accordance with such request prior to the date of such settlement, unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of such the indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and such the indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement.