Common use of Settlements Clause in Contracts

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheld. The Company shall not settle any claim in any manner that would impose any fine or any obligation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

Appears in 10 contracts

Sources: Indemnification Agreement (Carlsmed, Inc.), Indemnification Agreement (Centuri Holdings, Inc.), Indemnification Agreement (Southwest Gas Corp)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall have no obligation not be required to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless Proceeding effected without the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldCompany’s prior written consent. The Company shall not settle any claim Proceeding in any manner that would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which . Neither the Company nor Indemnitee shall unreasonably withhold their consent shall not be unreasonably withheldto any proposed settlement.

Appears in 10 contracts

Sources: Indemnification Agreement (Verisilicon Holdings Co LTD), Indemnification Agreement (New Home Co Inc.), Indemnification Agreement (LGI Homes, Inc.)

Settlements. Anything in The Company shall not be liable to indemnify Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlementaction or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any fine limitation or any obligation unindemnified penalty on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

Appears in 9 contracts

Sources: Indemnification Agreement (Pogo Producing Co), Indemnification Agreement (Pogo Producing Co), Indemnification Agreement (Pogo Producing Co)

Settlements. Anything in The Company shall not be liable to Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldaction or claim effected without its written consent. The Company shall not settle any action or claim in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which . Neither the Company nor Indemnitee will unreasonably withhold consent shall not be unreasonably withheldto any proposed settlement.

Appears in 7 contracts

Sources: Indemnification Agreement (Kontoor Brands, Inc.), Indemnification Agreement (MEDecision, Inc.), Indemnification Agreement (Kenexa Corp)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the The Company shall have no obligation not be liable to indemnify Indemnitee under the Indemnitee Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any fine or any obligation on the Indemnitee effected without the Indemnitee’s prior its written consent, which consent shall not be unreasonably withheldwithheld or delayed. The Company shall not settle any action or claim in any manner which would impose any material penalty or limitation on Indemnitee without Indemnitee’s consent, which consent may be withheld in Indemnitee’s sole and absolute discretion.

Appears in 5 contracts

Sources: Indemnification Agreement (Medistem Laboratories, Inc.), Indemnification Agreement (Medistem Laboratories, Inc.), Indemnification Agreement (Brownshire Holdings, Inc.)

Settlements. Anything Notwithstanding anything to the contrary in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstandingBylaws, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheld. The Company shall not settle any claim in any manner that would impose any fine or any obligation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

Appears in 4 contracts

Sources: Indemnification Agreement (Phio Pharmaceuticals Corp.), Indemnification Agreement (Advance Auto Parts Inc), Indemnification Agreement (Nextnav Inc.)

Settlements. Anything in The Company shall not be required to indemnify Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldaction or Proceeding effected without its written consent. The Company shall not settle any action or claim in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which . Neither the Company nor Indemnitee may unreasonably withhold its consent shall not be unreasonably withheldto any proposed settlement.

Appears in 4 contracts

Sources: Indemnification Agreement (Prairie Operating Co.), Indemnification Agreement (Civitas Resources, Inc.), Indemnification Agreement (Bonanza Creek Energy, Inc.)

Settlements. Anything in Company will not be liable to Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceedinga Proceeding without its prior written consent, unless the it is determined that Company has consented in writing wrongly refused to such settlement, which consent shall not be unreasonably withheldindemnify Indemnitee or advance expenses with respect to that Proceeding. The Company shall will not settle any claim such Proceeding in any manner that would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which . Neither Company nor Indemnitee unreasonably will withhold its or their consent shall not be unreasonably withheldto any proposed settlement.

Appears in 2 contracts

Sources: Director and Officer Indemnification Agreement (Manhattan Associates Inc), Director and Officer Indemnification Agreement (Manhattan Associates Inc)

Settlements. Anything Notwithstanding anything provided in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstandingSection 2 hereof, the Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, Proceeding unless the Company has consented in writing shall have provided its prior written consent to the terms of such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall not settle any claim Proceeding in any manner that would impose any fine or any other obligation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Indemnification Agreement (Leonardo DRS, Inc.), Indemnification Agreement (ProSight Global, Inc.)

Settlements. Anything in The Company shall not be liable to indemnify Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldaction or claim effected without its written consent. The Company shall not settle any action or claim in any manner that which would impose any fine limitation, payment obligation, cost or any obligation penalty on the Indemnitee without the Indemnitee’s prior written consent, which . Neither the Company nor Indemnitee will unreasonably withhold its consent shall not be unreasonably withheldto any proposed settlement.

Appears in 2 contracts

Sources: Indemnification Agreement (Lenco Mobile Inc.), Indemnification Agreement (Lenco Mobile Inc.)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws The Company shall not be liable to the contrary notwithstanding, Indemnitee under the Company shall have no obligation to indemnify the Indemnitee Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldaction or claim effected without its written consent. The Company shall not settle any action or claim in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall will not unreasonably be unreasonably withheld.

Appears in 2 contracts

Sources: Indemnification Agreement (West Pharmaceutical Services Inc), Indemnification Agreement (West Pharmaceutical Services Inc)

Settlements. Anything in this Agreement or the Company’s Certificate Prior to a Change of Incorporation or Bylaws to the contrary notwithstandingControl, the Company shall have no obligation not be liable to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlementaction or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any fine limitation or any obligation unindemnified penalty on the Indemnitee without the Indemnitee’s prior 's written consent, which consent shall not be unreasonably withheld.

Appears in 1 contract

Sources: Indemnification Agreement (Conocophillips)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the The Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, Proceeding unless the Company has consented in writing shall have provided its prior written consent to the terms of such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall not settle any claim Proceeding in any manner that would impose any fine or any other obligation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Indemnification Agreement (ING U.S., Inc.)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the The Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless a proceeding or claim related thereto without the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldCompany’s prior written consent. The Company shall not settle any proceeding or claim related thereto in any manner that would impose any fine or any other obligation on the Indemnitee (whether monetary or non-monetary) without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold, which condition or delay their consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Grey Wolf Inc)

Settlements. Anything in The Company shall not be liable to the Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldProceeding effected without its written consent. The Company shall not settle any claim Proceeding in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior 's written consent, which . Neither the Company nor the Indemnitee will unreasonably withhold consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Pep Boys Manny Moe & Jack)

Settlements. Anything in The Company shall not be liable to Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldaction or claim effected without its written consent. The Company shall not settle any action or claim in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior 's written consent, which . Neither the Company nor Indemnitee will unreasonably withhold consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Sunoco Inc)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall have no obligation not be required to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless Proceeding effected without the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldCompany's prior written consent. The Company shall not settle any claim Proceeding in any manner that would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s 's prior written consent, which . Neither the Company nor Indemnitee shall unreasonably withhold their consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Bio-Path Holdings Inc)

Settlements. Anything in The Company shall not be liable to Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldaction or claim effected without its written consent. The Company shall not settle any action or claim in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior 's written consent, which . Neither the Company nor Indemnitee will reasonably withhold consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Sun Co Inc)

Settlements. Anything in The Company shall not be liable to indemnify Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlementaction or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any fine limitation or any obligation unindemnified penalty on the Indemnitee without the Indemnitee’s prior 's written consent, which consent shall not be unreasonably withheld.

Appears in 1 contract

Sources: Indemnification Agreement (Conoco Inc /De)

Settlements. Anything in The Company shall not be liable to the Indemnitee under this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldProceeding effected without its written consent. The Company shall not settle any claim Proceeding in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which . Neither the Company nor the Indemnitee will unreasonably withhold consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Pep Boys Manny Moe & Jack)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall have no obligation not be required to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless action or proceeding effected without the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldCompany’s prior written consent. The Company shall not settle any claim action or proceeding in any manner that would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which . Neither the Company nor the Indemnitee shall unreasonably withhold their consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Eclipsys Corp)

Settlements. Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the The Company shall have no obligation not be liable to indemnify Indemnitee under the Indemnitee Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldaction or claim effected without its written consent. The Company shall not settle any action or claim in any manner that which would impose any fine penalty or any obligation limitation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall will not unreasonably be unreasonably withheld.

Appears in 1 contract

Sources: Indemnification Agreement (MEDecision, Inc.)

Settlements. Anything in this Agreement or the Company’s Certificate Unless a Change of Incorporation or Bylaws to the contrary notwithstandingControl has occurred, the Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless Claim effected without the Company has consented in writing to such settlement, which consent shall not be unreasonably withheldCompany’s prior written consent. The Company shall not settle any claim in any manner that which would impose any fine Fine or any obligation on the Indemnitee without the Indemnitee’s prior written consent, which . Neither the Company nor Indemnitee shall unreasonably withhold consent shall not be unreasonably withheldto any proposed settlement.

Appears in 1 contract

Sources: Indemnification Agreement (Schweitzer Mauduit International Inc)