Defense and Settlement of Third Party Claims. A party seeking indemnification will give the other Party prompt notice of a claim. Failure to give such prompt notice will relieve the indemnifying party of its indemnification obligations to the extent that such failure has prejudiced the indemnifying party's defense of such claim. The indemnifying party may assume the defense of each claim to which its indemnity applies. The indemnified party will cooperate fully (at the expense of the indemnifying party) with the indemnifying party in defending and settling the claim in question. If the indemnified party desires to settle a claim, it will obtain the prior written consent of the indemnifying party, which consent will not be unreasonably withheld or delayed. Failure to obtain such consent shall relieve the indemnifying party of its indemnification obligations with respect to such claim. This Section will survive termination or expiration of this Agreement for a period of three years.
Appears in 2 contracts
Samples: Promotional Product License Agreement, Promotional Product License Agreement
Defense and Settlement of Third Party Claims. A party seeking indemnification will give the other Party party prompt notice of a claimClaim. Failure to give such prompt notice notification will relieve the indemnifying party of its indemnification obligations to the extent that such failure has prejudiced the indemnifying party's defense of such claimClaim. The indemnifying party may assume the defense of each claim Claim to which its indemnity applies. The indemnified party will cooperate fully (at the expense of the indemnifying party) with the indemnifying party in defending and settling the claim Claim in question. If the indemnified party desires to settle a claimClaim, it will obtain the prior written consent of the indemnifying party, which consent will not be unreasonably withheld or delayed. Failure to obtain such consent shall relieve the indemnifying party of its indemnification obligations with respect to such claimClaim. This Section 9 will survive termination or expiration of this Agreement for a period of three five years.
Appears in 2 contracts
Samples: Website Development Agreement, Website Development Agreement
Defense and Settlement of Third Party Claims. A party Party seeking indemnification will give the other Party prompt notice of a claimClaim. Failure to give such prompt notice notification will relieve the indemnifying party Party of its indemnification obligations to the extent that such failure has prejudiced the indemnifying partyParty's defense of such claimClaim. The indemnifying party Party may assume the defense of each claim Claim to which its indemnity applies. The indemnified party Party will cooperate fully (at the expense of the indemnifying partyParty) with the indemnifying party Party in defending and settling the claim Claim in question. If the indemnified party Party desires to settle a claimClaim, it will obtain the prior written consent of the indemnifying partyParty, which consent will not be unreasonably withheld or delayed. Failure to obtain such consent shall relieve the indemnifying party Party of its indemnification obligations with respect to such claimClaim. This Section 8 will survive termination or expiration of this Agreement for a period of three five years.
Appears in 1 contract
Samples: Website Hosting Agreement