Customer Infringement Obligations. Customer shall, at its own expense, indemnify and, at Blackboard’s option, defend Blackboard and each other Blackboard Indemnitee against any losses, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from any claim, suit or proceeding brought by a third party against a Blackboard Indemnitee arising out of a Customer Matter and shall pay any damages finally awarded or settlement amounts agreed upon to the extent based upon a Customer Matter (any of the foregoing indemnifiable matters, each a “Blackboard Claim”), provided that Customer will not settle any Blackboard Claim unless such settlement completely and forever releases each Blackboard Indemnitee with respect thereto or unless Blackboard provides its prior written consent to such settlement. Blackboard agrees (a) to provide Customer with prompt written notice of any Blackboard Claim, and (b) to provide such assistance as Customer may reasonably request, at Customer’s expense, in order to settle or defend any such Blackboard Claim.
Customer Infringement Obligations. Customer shall, at its own expense, indemnify and, at Blackboard’s option, defend Blackboard against any losses, damages or expenses (including, without limitation, reasonable attorneys’ fees) arising from any claim, suit or proceeding brought by a third party against Blackboard arising out of a Customer Matter and shall pay any damages finally awarded or settlement amounts agreed upon to the extent based upon a Customer Matter (any of the foregoing indemnifiable matters, each a “Blackboard Claim”), provided that Customer will not settle any Blackboard Claim unless such settlement completely and forever releases Blackboard with respect thereto or unless Blackboard provides its prior written consent to such settlement. Blackboard agrees (i) to provide Customer with prompt written notice of any Blackboard Claim and (ii) to provide such assistance as Customer may reasonably request, at Customer’s expense, in order to settle or defend any such Blackboard Claim.
Customer Infringement Obligations. You shall, at your own expense, indemnify and, at the Company’s option, defend the Company against any losses, damages or expenses (including, without limitation, reasonable attorneys’ fees) arising from any claim, suit or proceeding brought by a third party against the Company arising out of a Customer Matter and shall pay any damages finally awarded or settlement amounts agreed upon to the extent based upon a Customer Matter (any of the foregoing indemnifiable matters, each a “Company Claim”), provided that you will not settle any Company Claim unless such settlement completely and forever releases the Company with respect thereto or unless the Company provides its prior written consent to such settlement. The Company agrees (i) to provide you with prompt written notice of any Company Claim and (ii) to provide such assistance as you may reasonably request, at your expense, in order to settle or defend any such Company Claim.
Customer Infringement Obligations. Section Intentionally Deleted.
