Notifications and Settlements. Eyefinity shall: (i) give Customer prompt written notice of any Claim for which Eyefinity Indemnitee is seeking indemnity; provided however, the failure to give timely notice shall not relieve Customer of its obligations under this Section; (ii) grant complete control of the defense and settlement to Customer; provided, however, if Customer selects counsel that is not acceptable to Eyefinity, Eyefinity may participate with counsel of its choosing at Customer’s expense; and (iii) reasonably cooperate with Customer, at Customer’s expense, in the defense and settlement of such Claim. Customer shall not, without the prior written consent of Eyefinity, effect any settlement of a Claim unless such settlement either (a) includes an unconditional release of the Eyefinity Indemnitees from all liability on all Claims against the Eyefinity Indemnitees that are the subject matter of such proceeding or demand, or (b) is consented to in writing by Eyefinity (which consent shall not be unreasonably withheld).
Notifications and Settlements. The Party seeking indemnification shall: (i) give the other Party prompt written notice of any Claim for which the Party is seeking indemnity; provided however, the failure to give timely notice shall not relieve the other Party of its obligations under this Section 4.3 (Indemnity) except to the extent that such untimely notice materially impairs the ability of the other Party to defend; (ii) grant complete control of the defense and settlement to the indemnifying Party; provided, however, the other Party may participate with counsel of its choosing at the non- indemnifying Party’s expense; and (iii) reasonably cooperate with the other Party, at other Party’s expense, in the defense and settlement of such Claim. The indemnifying Party shall not, without the prior written consent of the other Party, effect any settlement of a Claim unless such settlement either
