Notice, Cooperation, Control and Consent to Settlement. 30.2.1 Excuse from Obligations. Customer is excused from its obligations relating to any claim, action or suit under the clause entitled “Customer Indemnification” if Verizon fails to: (a) provide prompt written notice of the third party claim, action, or suit to Customer, provided that the failure of Verizon to provide such notice materially prejudices Customer’s defense and/or settlement of such claim, action or suit;
Notice, Cooperation, Control and Consent to Settlement. 10.2.1 Customer is excused from its obligations relating to any claim, action or suit under the Customer Indemnification clause above if Verizon fails to: (a) provide prompt written notice of the third party claim, action, or suit to Customer, provided that the failure of Verizon to provide such notice materially prejudices Customer’s defense and/or settlement of such claim, action or suit; (b) cooperate with all reasonable requests of Customer in connection with the defense and/or settlement of such claim, action or suit, at Customer’s reasonable expense; and/or (c) surrender exclusive control to Customer of the defense and/or settlement of such claim, action, or suit. Customer shall be entitled to participate, in a non-interfering manner, in the defense of any such claim, action, or suit, at its own cost.
10.2.2 Customer shall secure the prior consent of Verizon before settling any claim, action or suit that includes an admission of liability by Customer or imposes material obligations on Verizon other than cessation of infringing activity, confidential treatment of the settlement, and/or payment of money that is fully indemnified by Customer under the Customer Indemnification clause above. Verizon shall not unreasonably withhold or delay consent.
Notice, Cooperation, Control and Consent to Settlement. 30.2.1 Excuse from Obligations. Customer is excused from its obligations relating to any claim, action or suit under the clause entitled “Customer Indemnification” if Verizon fails to: (a) provide prompt written notice of the third party claim, action, or suit to Customer, provided that the failure of Verizon to provide such notice materially prejudices Customer’s defense and/or settlement of such claim, action or suit; (b) cooperate with all reasonable requests of Customer in connection with the defense and/or settlement of such claim, action or suit, at Customer’s reasonable expense; and/or (c) surrender exclusive control to Customer of the defense and/or settlement of such claim, action, or suit.
