Notification and Settlement. Any person seeking indemnification hereunder (an "indemnified person") shall notify the person from whom it is seeking indemnification (the "indemnifying person") of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person's rights otherwise than under this Section 15.3) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim, which shall be reasonable in the circumstances. No indemnified person shall compromise or settle any indemnifiable action or claim without the prior written consent of the indemnifying person (which consent shall not be unreasonably withheld).
Appears in 3 contracts
Samples: Deposit Agreement (C&c Group PLC), Deposit Agreement (Iona Technologies PLC), Deposit Agreement (Iona Technologies PLC)
Notification and Settlement. Any person seeking indemnification hereunder (an "indemnified personperson ") shall notify the person from whom it is seeking indemnification (the "indemnifying person") of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person's rights otherwise than under this Section 15.312) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim, which shall be reasonable in the circumstances. No indemnified person shall compromise or settle any indemnifiable action or claim without the prior written consent of the indemnifying person (which consent shall not be unreasonably withheld).
Appears in 2 contracts
Samples: Deposit Agreement (Osterreichische Elektrizitatswirtschafts /Fi), Deposit Agreement (Deutsche Telekom Ag)
Notification and Settlement. Any person seeking indemnification hereunder (an "indemnified personIndemnified Person ") shall notify in writing the person from whom it is seeking indemnification (the "indemnifying personIndemnifying Person") of the commencement of any indemnifiable action or claim promptly after such indemnified person Indemnified Person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified personIndemnified Person's rights otherwise than under this Section 15.312) and shall shall, if there is no perceived conflict of interest, consult in good faith with the indemnifying person Indemnifying Person as to the conduct of the defense of such action or claim, which shall be reasonable in the circumstances. No indemnified person Indemnified Person shall compromise or settle any indemnifiable action or claim without the prior written consent of the indemnifying person Indemnifying Person (which consent shall not be unreasonably withheld).
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Notification and Settlement. Any person seeking indemnification hereunder (an "indemnified person"person ) shall notify the person from whom it is seeking indemnification (the "indemnifying person") of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person's persons rights otherwise than under this Section 15.312) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim, which shall be reasonable in the circumstances. No indemnified person shall compromise or settle any indemnifiable action or claim without the prior written consent of the indemnifying person (which consent shall not be unreasonably withheld).
Appears in 1 contract
Samples: Deposit Agreement (Osterreichische Elektrizitatswirtschafts /Fi)
Notification and Settlement. Any person seeking indemnification hereunder (an "indemnified personperson ") shall notify the person from whom it is seeking indemnification (the "indemnifying person") of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person's rights otherwise than under this Section 15.312) and shall shall, if there is no potential or actual conflict of interest, consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim, which shall be reasonable in the circumstances. No indemnified person shall compromise or settle any indemnifiable action or claim without the prior written consent of the indemnifying person (which consent shall not be unreasonably withheld).
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)