Common use of Litigation & Additional Terms Clause in Contracts

Litigation & Additional Terms. The obligations of Customer pursuant to Section 15.1 above: (a) include, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments; and (b) will be excused to the extent that Uniserve’s or Uniserve’s Representatives’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Customer will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Uniserve will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.