Settlement without Consent if Failure to Reimburse. 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 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 25 contracts
Sources: Underwriting Agreement (Angel Oak Mortgage REIT, Inc.), Underwriting Agreement (Angel Oak Mortgage REIT, Inc.), Underwriting Agreement (Ares Commercial Real Estate Corp)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section SECTION 7(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 24 contracts
Sources: Underwriting Agreement (First Financial Bancorp /Oh/), Underwriting Agreement (Axos Financial, Inc.), Underwriting Agreement (Colony Bankcorp Inc)
Settlement without Consent if Failure to Reimburse. 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 specified in Section 711 hereof), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party (as specified in Section 11 hereof) in accordance with such request prior to the date of such settlement.
Appears in 23 contracts
Sources: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Realty Trust Inc), Equity Distribution Agreement (Healthcare Realty Trust Inc)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 22 contracts
Sources: Underwriting Agreement (Unitil Corp), Purchase Agreement (Beacon Roofing Supply Inc), Underwriting Agreement (Idacorp Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to be reimbursed under this Section 710, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 18 contracts
Sources: Sales Agreement (MeiraGTx Holdings PLC), Sales Agreement (Hepion Pharmaceuticals, Inc.), Sales Agreement (Volta Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 18 contracts
Sources: Underwriting Agreement (Blackstone Secured Lending Fund), Underwriting Agreement (Blackstone Secured Lending Fund), Underwriting Agreement (Blackstone Private Credit Fund)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(iii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 16 contracts
Sources: Underwriting Agreement (Ing Groep Nv), Underwriting Agreement (Ing Groep Nv), Underwriting Agreement (Ing Groep Nv)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 16 contracts
Sources: Underwriting Agreement (Contango ORE, Inc.), Underwriting Agreement (Mitsubishi Ufj Financial Group Inc), Underwriting Agreement (Contango ORE, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(1)(iii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 15 contracts
Sources: Purchase Agreement (Usi Holdings Corp), Purchase Agreement (Usi Holdings Corp), Purchase Agreement (Savvis Communications Corp)
Settlement without Consent if Failure to Reimburse. 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 79, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii9(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 13 contracts
Sources: Equity Distribution Agreement (CubeSmart, L.P.), Equity Distribution Agreement (CubeSmart, L.P.), Equity Distribution Agreement (CubeSmart, L.P.)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 13 contracts
Sources: Underwriting Agreement (Zogenix, Inc.), Underwriting Agreement (Zogenix, Inc.), Underwriting Agreement (Tracon Pharmaceuticals, Inc.)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 12 contracts
Sources: Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) or Section 7(b) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 11 contracts
Sources: Purchase Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) or Section 6(a)(iii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 9 contracts
Sources: Underwriting Agreement (QCR Holdings Inc), Underwriting Agreement (Old Second Bancorp Inc), Shares of Common Stock Purchase Agreement (Provant Inc)
Settlement without Consent if Failure to Reimburse. 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 counsel, in accordance with this Section 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 8 contracts
Sources: Underwriting Agreement (Danaher Corp /De/), Underwriting Agreement (Danaher Corp /De/), Underwriting Agreement (Danaher Corp /De/)
Settlement without Consent if Failure to Reimburse. 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 7to which it is entitled hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementsettlement (other than with respect to fees and expenses that the indemnifying party is contesting in good faith).
Appears in 8 contracts
Sources: Underwriting Agreement (OvaScience, Inc.), Underwriting Agreement (Arqule Inc), Underwriting Agreement (Amicus Therapeutics Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) and Section 6(a)(iii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 8 contracts
Sources: Underwriting Agreement (Finwise Bancorp), Underwriting Agreement (Community Heritage Financial, Inc.), Underwriting Agreement (Community Heritage Financial, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Sources: Equity Distribution Agreement (Extra Space Storage LP), Equity Distribution Agreement (Extra Space Storage Inc.), Equity Distribution Agreement (Extra Space Storage Inc.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to reimbursement under this Section 711, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Sources: Sales Agreement (Aldeyra Therapeutics, Inc.), Sales Agreement (Vitae Pharmaceuticals, Inc), Sales Agreement (Celator Pharmaceuticals Inc)
Settlement without Consent if Failure to Reimburse. 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 7to which it is entitled hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Sources: Underwriting Agreement (AutoGenomics, Inc.), Underwriting Agreement (AutoGenomics, Inc.), Underwriting Agreement (Hyperion Therapeutics Inc)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 60 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii7(a)(iii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 7 contracts
Sources: Underwriting Agreement (Pooled Auto Securities Shelf LLC), Underwriting Agreement (Ml Asset Backed Corp), Underwriting Agreement (Ml Asset Backed Corp)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid requestrequest and the indemnifying party has not responded thereto, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and the indemnifying party has not responded thereto and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Sources: Purchase Agreement (Orange), Purchase Agreement (Orange), Purchase Agreement (Orange)
Settlement without Consent if Failure to Reimburse. 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 in this Section 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Sources: Underwriting Agreement (Prothena Corp Public LTD Co), Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to be reimbursed under this Section 711, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11(a) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Sources: At the Market Issuance Sales Agreement (Resource Capital Corp.), At the Market Issuance Sales Agreement (RAIT Financial Trust), At the Market Issuance Sales Agreement (Resource Capital Corp.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party Indemnified Party shall have requested an indemnifying party to reimburse the indemnified party such Indemnified Party for fees and expenses of counsel as contemplated by this Section 78, such indemnifying party agrees that it shall be liable for any settlement of effected by the nature contemplated by Section 7(a)(ii) effected Indemnified Party 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party Indemnified Party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Sources: Exclusive Dealer Manager Agreement (Energy Resources 12, L.P.), Exclusive Dealer Manager Agreement (Energy 11, L.P.), Exclusive Dealer Manager Agreement (Energy 11, L.P.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to reimbursement under this Section 710, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 6 contracts
Sources: Sales Agreement (Savara Inc), Sales Agreement (Adicet Bio, Inc.), Sales Agreement (Neos Therapeutics, Inc.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel counsel, as contemplated by this Section 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Sources: Underwriting Agreement (Karyopharm Therapeutics Inc.), Underwriting Agreement (Karyopharm Therapeutics Inc.), Underwriting Agreement (Karyopharm Therapeutics Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii12(a)(ii) or Section 12(b) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Sources: Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Equity Distribution Agreement (PennyMac Mortgage Investment Trust)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(1)(ii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Sources: Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (QEP Midstream Partners, LP)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) or (iii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Sources: u.s. Purchase Agreement (Autonation Inc /Fl), u.s. Purchase Agreement (Republic Services Inc), Purchase Agreement (Republic Services Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(1)(ii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Sources: Equity Distribution Agreement (Glimcher Realty Trust), Equity Distribution Agreement (Glimcher Realty Trust), Equity Distribution Agreement (Glimcher Realty Trust)
Settlement without Consent if Failure to Reimburse. If Subject to Section 6(c), 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(ii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Equity Distribution Agreement (TCP Capital Corp.), Equity Distribution Agreement (TCP Capital Corp.), Distribution Agreement (Principal Life Insurance Co)
Settlement without Consent if Failure to Reimburse. 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 710, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(ii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Underwriting Agreement (NETSTREIT Corp.), Underwriting Agreement (NETSTREIT Corp.), Underwriting Agreement (NETSTREIT Corp.)
Settlement without Consent if Failure to Reimburse. If If, at any time 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Equity Distribution Agreement (Sunstone Hotel Investors, Inc.), Equity Distribution Agreement (Sunstone Hotel Investors, Inc.), Equity Distribution Agreement (Sunstone Hotel Investors, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(iiSections 6(a)(1)(ii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc)
Settlement without Consent if Failure to Reimburse. 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 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Underwriting Agreement (Fibria Celulose S.A.), Underwriting Agreement (Fibria Celulose S.A.), Underwriting Agreement (Fibria Celulose S.A.)
Settlement without Consent if Failure to Reimburse. 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 78, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii8(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Equity Distribution Agreement (CubeSmart, L.P.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable and documented fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 requestrequest for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementsettlement or shall not have disputed in good faith the indemnified party’s entitlement to such reimbursement or the amount thereof.
Appears in 4 contracts
Sources: Underwriting Agreement (Landsea Homes Corp), Underwriting Agreement (Landsea Homes Corp), Underwriting Agreement (Landsea Homes Corp)
Settlement without Consent if Failure to Reimburse. 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 7in accordance with the provisions hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii7(a)(2) effected without its written consent if (i) such settlement is entered into in good faith by the indemnified party more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred fees and expenses of counsel as contemplated by in accordance with this Section 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to reimbursement under this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 4 contracts
Sources: Underwriting Agreement (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7Section, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Inozyme Pharma, Inc.), Underwriting Agreement (Inozyme Pharma, Inc.), Underwriting Agreement (Inozyme Pharma, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) or 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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Purchase Agreement (Horizon Technology Finance Corp), Purchase Agreement (Golub Capital BDC, Inc.), Purchase Agreement (Golub Capital BDC, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by subsection (a)(ii) of this Section 7(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 the aforesaid written request, (ii) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Paratek Pharmaceuticals, Inc.), Underwriting Agreement (Paratek Pharmaceuticals, Inc.), Underwriting Agreement (Paratek Pharmaceuticals, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7reasonably incurred, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Rivernorth Opportunities Fund, Inc.), Underwriting Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.), Underwriting Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Purchase Agreement (Coherent Inc), Purchase Agreement (Fei Co), Purchase Agreement (Cv Therapeutics Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) or Section 7(a)(iii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: u.s. Purchase Agreement (Iridium LLC), International Purchase Agreement (Iridium LLC), u.s. Purchase Agreement (Iridium LLC)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (A2z Cust2mate Solutions Corp.), Underwriting Agreement (A2z Cust2mate Solutions Corp.), Underwriting Agreement (Asante Solutions, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, reasonably incurred, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (BlackRock Multi-Sector Income Trust), Underwriting Agreement (BlackRock Resources & Commodities Strategy Trust), Purchase Agreement (BlackRock Defined Opportunity Credit Trust)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have validly requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section SECTION 7(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Berkshire Hills Bancorp Inc), Underwriting Agreement (HomeStreet, Inc.), Underwriting Agreement (Atlantic Union Bankshares Corp)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii8(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (VectivBio Holding AG), Underwriting Agreement (VectivBio Holding AG), Underwriting Agreement (VectivBio Holding AG)
Settlement without Consent if Failure to Reimburse. 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 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(B) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Atlas Pipeline Partners Lp), Underwriting Agreement (Atlas Pipeline Partners Lp), Underwriting Agreement (Atlas Pipeline Partners Lp)
Settlement without Consent if Failure to Reimburse. 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 in this Section 710, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Equity Distribution Agreement (Urban Edge Properties LP), Equity Distribution Agreement (Urban Edge Properties), Equity Distribution Agreement (Urban Edge Properties LP)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii7(a)(iii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Sales Agency Agreement (Jumia Technologies AG), Sales Agency Agreement (Jumia Technologies AG), Sales Agency Agreement (Jumia Technologies AG)
Settlement without Consent if Failure to Reimburse. 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 counsel, in accordance with this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Danaher Corp /De/), Underwriting Agreement (Danaher Corp /De/), Underwriting Agreement (Danaher Corp /De/)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(iiSections 6(a)(ii) and 6(b)(ii) above 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Utstarcom Inc), Underwriting Agreement (Utstarcom Inc), Purchase Agreement (Utstarcom Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for documented fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.)
Settlement without Consent if Failure to Reimburse. 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 710, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Lumos Networks Corp.), Underwriting Agreement (Lumos Networks Corp.), Underwriting Agreement (Ntelos Holdings Corp)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii9(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Distribution Agreement (Allstate Life Global Funding), Distribution Agreement (Allstate Life Insurance Co), Distribution Agreement (Allstate Life Insurance Co)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii8(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 sixty (60) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 forty-five (45) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Distribution Agreement (Homeside Lending Inc), Distribution Agreement (Homeside Lending Inc), Distribution Agreement (Homeside Lending Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to reimbursement under this Section 710, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Sales Agreement (Progenics Pharmaceuticals Inc), Sales Agreement (Progenics Pharmaceuticals Inc), Sales Agreement (Progenics Pharmaceuticals Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11.3(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Structured Equity Line Flexible Financing Agreement (Immunomedics Inc), Private Equity Line of Credit Agreement (Zila Inc), Structured Equity Line Flexible Financing Agreement (GRC International Inc)
Settlement without Consent if Failure to Reimburse. 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 7for which indemnity is available hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 3 contracts
Sources: Underwriting Agreement (Semco Energy Inc), Underwriting Agreement (Semco Energy Inc), Underwriting Agreement (Semco Energy Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request for fees and expenses of counsel prior to the date of such settlement.
Appears in 3 contracts
Sources: Terms Agreement (Borg Warner Automotive Inc), Terms Agreement (Borg Warner Automotive Inc), Underwriting Agreement (Borg Warner Automotive Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) or Section 6(b)(ii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Purchase Agreement (Cobiz Inc), Purchase Agreement (Sonic Automotive Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by in accordance with the terms of this Section 710, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Sales Agreement (Real Industry, Inc.), Sales Agreement (Hardinge Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to be reimbursed under this Section 712, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii12(a) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: At the Market Issuance Sales Agreement (Resource Capital Corp.), At the Market Issuance Sales Agreement (Resource Capital Corp.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in good faith that an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7(a)(ii) 7 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 requestrequest for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Mercury Computer Systems Inc), Registration Rights Agreement (Lecroy Corp)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Purchase Agreement (Isle of Capri Casinos Inc), Purchase Agreement (Grand Palais Riverboat Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(iiSections 6(a)(1) and 6(a)(2) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)
Settlement without Consent if Failure to Reimburse. 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 76(a), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Atm Sales Agreement (Ascendis Pharma a/S), Atm Equity Offering Sales Agreement (Ascendis Pharma a/S)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to be reimbursed under this Section 79, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii9(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Sales Agreement (ZOOZ Power Ltd.), Sales Agreement (ZOOZ Power Ltd.)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(1)(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (Home Loan Servicing Solutions, Ltd.), Underwriting Agreement (Home Loan Servicing Solutions, Ltd.)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) 6(a)(ii), in either case, 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementsettlement (subject to the limitations set forth in the penultimate sentence of Section 6(c) hereof).
Appears in 2 contracts
Sources: Underwriting Agreement (NRG Yield, Inc.), Underwriting Agreement (NRG Yield, Inc.)
Settlement without Consent if Failure to Reimburse. 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 counsel, in accordance with this Section 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Purchase Agreement (Danaher Corp /De/), Purchase Agreement (Danaher Corp /De/)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 60 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (Lucid Group, Inc.), Underwriting Agreement (Lucid Group, Inc.)
Settlement without Consent if Failure to Reimburse. 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 7Section, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (Cue Biopharma, Inc.), Underwriting Agreement (Cue Biopharma, Inc.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have validly requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (Simmons First National Corp), Underwriting Agreement (Wesbanco Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) Section 6(a) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such such-request prior to the date of such settlement.
Appears in 2 contracts
Sources: u.s. Purchase Agreement (Vistana Inc), International Purchase Agreement (Vistana Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10.4(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Equity Line Financing Agreement (Asm International N V), Equity Line Financing Agreement (Asm International N V)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented out-of-pocket fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Sales Agreement (Forward Industries, Inc.), Sales Agreement (U.S. Gold Corp.)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred and documented fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii7(a)(i)(B) or 7(a)(ii)(B) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Equity Distribution Agreement (FS KKR Capital Corp), Equity Distribution Agreement (Morgan Stanley Direct Lending Fund)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Distribution Agreement (Allstate Life Global Funding), Distribution Agreement (Allstate Life Global Funding)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for reasonable documented fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(1)(ii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Equity Distribution Agreement (Portland General Electric Co /Or/), Equity Distribution Agreement (Portland General Electric Co /Or/)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(iiSections 6(a)(ii) and 6(b)(ii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Purchase Agreement (Microstrategy Inc), Purchase Agreement (Microstrategy Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(iiSections 7(a)(2) and (b)(2) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (QR Energy, LP), Underwriting Agreement (QR Energy, LP)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and reasonable and documented expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Note Purchase Agreement (Fat Brands, Inc), Note Purchase Agreement (Fat Brands, Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Initial Offering Period Agreement (BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc.), Distribution Agreement (BlackRock Multi-Sector Opportunities Trust)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(c) of this Agreement 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 indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Sales Agreement (AGNC Investment Corp.), Sales Agreement (AGNC Investment Corp.)
Settlement without Consent if Failure to Reimburse. 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 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) hereof 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (IMV Inc.), Underwriting Agreement (IMV Inc.)
Settlement without Consent if Failure to Reimburse. 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 payable in accordance with this Section 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7(a)(ii) 6 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 requestrequest for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Purchase Agreement (General Inspection Laboratories Inc), Registration Rights Agreement (General Inspection Laboratories Inc)
Settlement without Consent if Failure to Reimburse. 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 76, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 60 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request for fees and expenses of counsel as contemplated by this Section 6 prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (Clarus Therapeutics Inc), Underwriting Agreement (Clarus Therapeutics Inc)
Settlement without Consent if Failure to Reimburse. 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 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii8(a)(iii) 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Underwriting Agreement (Merrill Auto Trust Securitization 2008-1), Underwriting Agreement (Merrill Auto Trust Securitization 2007-1)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11(a)(ii) above 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 indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Selling Agent Agreement (Westpac Banking Corp), Selling Agent Agreement (Westpac Banking Corp)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by for which it is entitled to be reimbursed under this Section 711, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11(a)(ii) effected without its written consent if (i1) such settlement is entered into more than 45 60 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: At the Market Issuance Sales Agreement (Ligand Pharmaceuticals Inc), Sales Agreement (Ligand Pharmaceuticals Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for reasonable, documented fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii10(a)(1)(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 indemnifying party shall have received notice in writing of the terms of such settlement at least 30 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Equity Distribution Agreement (Helix Energy Solutions Group Inc), Equity Distribution Agreement (Helix Energy Solutions Group Inc)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the fees and expenses of counsel as contemplated by this Section 7counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii11.3(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 the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such 33 35 indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Appears in 2 contracts
Sources: Structured Equity Line Flexible Financing Agreement (Connective Therapeutics Inc), Structured Equity Line Flexible Financing Agreement (Connetics Corp)