Common use of Mechanics of Indemnification Clause in Contracts

Mechanics of Indemnification. Removal of Alleged Infringing Content. ---------------------------- In connection with any claim or action described in this Section 8, --------- the party seeking indemnification (i) shall give the indemnifying party prompt written notice of the claim, (ii) shall cooperate with the indemnifying party (at the indemnifying party's expense) in connection with the defense and settlement of the claim, and (iii) shall permit the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party may not settle the claim without the indemnified party's prior written consent (which shall not be unreasonably withheld). Further, the indemnified party (at its cost) may participate in the defense and settlement of the claim. In the event that Microsoft receives a claim of infringement alleging a breach of E-Stamp's obligations under Section ------- 7, Microsoft may, in addition to any other remedies provided for - herein, immediately remove any or all allegedly infringing Content from the Office Sites or any other Microsoft site at its sole discretion, pending receipt from E-Stamp of a non-infringing replacement link or satisfactory resolution of the claim. Any such removal shall not constitute a breach of this Agreement.