Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 108 contracts
Sources: Sales Agreement (Sagimet Biosciences Inc.), Sales Agreement (Structure Therapeutics Inc.), Sales Agreement (Artiva Biotherapeutics, Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 25 contracts
Sources: At the Market Offering Agreement (Celsion CORP), Capital on Demand Sales Agreement (Celsion CORP), Sales Agreement (Ardelyx, Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 15 contracts
Sources: Sales Agreement (Neurogene Inc.), Sales Agreement (Contineum Therapeutics, Inc.), Sales Agreement (I-Mab)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed reimbursement under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 8 contracts
Sources: Atm Sales Agreement (Genenta Science S.p.A.), Sales Agreement (Lyra Therapeutics, Inc.), Sales Agreement (Bionomics Limited/Fi)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and documented expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 5 contracts
Sources: Sales Agreement (Eyenovia, Inc.), Sales Agreement (F-Star Therapeutics, Inc.), Sales Agreement (F-Star 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 reasonable fees and expenses of counsel for which it is entitled to be reimbursed under (as specified in Section 10 of this Section 9Agreement), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 10 of this Agreement) in accordance with such request prior to the date of such settlement.
Appears in 5 contracts
Sources: Equity Distribution Agreement (Wheeler Real Estate Investment Trust, Inc.), Equity Distribution Agreement (Wheeler Real Estate Investment Trust, Inc.), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a5.1(b) 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: Underwriting Agreement (BM Acquisition Corp.), Underwriting Agreement (Vendome Acquisition Corp I), Underwriting Agreement (Vendome Acquisition Corp I)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if 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 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: Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel counsel, for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 (Cipher Mining Inc.), Sales Agreement (Cipher Mining Inc.), Sales Agreement (Arcturus Therapeutics Holdings Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed reimbursement under this Section 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 (Fibrocell Science, Inc.), Sales Agreement (Intrexon Corp)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 99, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a9(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 2 contracts
Sources: Sales Agreement (InflaRx N.V.), Sales Agreement (Immatics N.V.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 2 contracts
Sources: Sales Agreement (NextCure, Inc.), Sales Agreement (Medicenna Therapeutics Corp.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed reimbursement under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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: Sales Agreement (fuboTV Inc. /FL), Sales Agreement (fuboTV Inc. /FL)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 written 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 (RAPT Therapeutics, Inc.), Sales Agreement (RAPT Therapeutics, Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel counsel, for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 60 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 1 contract
Sources: Sales Agreement (Hut 8 Corp.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed under this Section 910, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 1 contract
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 1 contract
Sources: Equity Distribution Agreement (Y-mAbs 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 reasonable fees and expenses of counsel for which it is entitled in writing pursuant to be reimbursed under this Section 910 hereof, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a6(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 written notice pursuant to Section 10 hereof 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 1 contract
Sources: Atm Equity Offering Sales Agreement (Peakstone Realty Trust)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(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 1 contract
Sources: Sales Agreement (InflaRx N.V.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel counsel, for which it is entitled to be reimbursed under this Section 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 1 contract
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) 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 1 contract
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 for which it is entitled to be reimbursed under this Section 9counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by a claim indemnifiable pursuant to Section 9(a7(a)(ii) or 7(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 1 contract
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which to the extent it is entitled to be reimbursed such reimbursement under this Section 911, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a11(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 1 contract
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9reimbursement hereunder, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a10(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 written 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 1 contract
Sources: Sales Agreement (Elutia Inc.)
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) 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 1 contract
Settlement without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel for which it is entitled to be reimbursed under this Section 9counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a9(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 1 contract