General Indemnification Rules. The obligations of the Parties in respect of indemnification shall include the following: (i) neither Party shall negotiate, settle or compromise any non-monetary element of any Third Party Claim except with the prior written consent of the other Party (which consent shall not be unreasonably withheld); (ii) the obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Indemnification Claims are subject to the Indemnified Party not permitting any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (iii) the Indemnified Party and the Indemnifying Party shall cooperate with each other with respect to Third Party Claims and shall keep each other advised with respect thereto. (including supplying copies of all relevant documentation promptly as it becomes available); and (iv) the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the reasonable opinion of the Indemnified Party, have a material adverse impact on the Indemnified Party.
Appears in 3 contracts
Samples: Data Agreement, Data Agreement, Data Vendor Agreement
General Indemnification Rules. (1) The obligations of the Parties in respect of indemnification shall include the following:
(ia) neither Party shall negotiate, settle or compromise any non-monetary element of any Third Party Claim third party claim except with the prior written consent of the other Party (which consent shall not be unreasonably withheld);
(iib) the obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Indemnification Claims are subject to the Indemnified Party not permitting any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claimthird party claim;
(iiic) the Indemnified Party and the Indemnifying Party shall cooperate with each other with respect to Third Party Claims third party claims and shall keep each other advised with respect thereto. (including supplying copies of all relevant documentation promptly as it becomes available); and
(ivd) the Indemnifying Party shall not settle any Third Party Claim third party claim or conduct any related legal or administrative proceeding in a manner which would, in the reasonable opinion of the Indemnified Party, have a material adverse impact on the Indemnified Party.
Appears in 2 contracts
Samples: Standard Terms and Conditions, Standard Terms and Conditions