Common use of General Indemnification Procedures Clause in Contracts

General Indemnification Procedures. (a) All of the parties hereto shall cooperate in the defense or prosecution of any claim, action, suit or proceeding by a Person other than a party hereto or an Affiliate of any party hereto in respect of which indemnity may be sought hereunder (a "Third Party Claim") and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (b) No action or claim for Damages under Section 12.1(i) arising out of or resulting from a breach of representations and warranties contained herein shall be brought or made after the date which is one year after the Closing Date; provided, however, that the foregoing time limitations shall not apply to: (1) any of the representations and warranties contained in Sections 2.1 (other than subsection 2.1(c)(2)), 2.2 (other than subsection 2.2(a)(3)) and 2.6, each of which shall survive until the date which is three years after the Closing Date; (2) any of the representations and warranties contained in Section 2.14 which shall survive until the expiration of the applicable statute of limitations or (3) any such actions or claims which have been the subject of a good faith written notice from any Investor Indemnitee to MEI prior to either such applicable period, which notice specifies in reasonable detail the nature and basis for such action or claim (which shall survive until the final resolution of such actions or claims). (c) Notwithstanding anything to the contrary in this Article 12, no limitation or condition of liability provided in this Article 12 shall apply to the breach of any representations and warranties if such breach was made wilfully or with the intent to deceive.

General Indemnification Procedures. (a) All of the parties hereto shall cooperate in the defense or prosecution of any claim, action, suit or proceeding by a Person other than a party hereto or an Affiliate of any party hereto in respect of which indemnity may be sought hereunder (a "Third Party Claim") and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (b) No action or claim for Damages under Section 12.1(i) arising out of or resulting from a breach of representations and warranties contained herein shall be brought or made after the date which is one year after the Closing Date; provided, however, that the foregoing time -50- 57 limitations shall not apply to: (1) any of the representations and warranties contained in Sections 2.1 (other than subsection 2.1(c)(2)), 2.2 (other than subsection 2.2(a)(3)) and 2.6, each of which shall survive until the date which is three years after the Closing Date; (2) any of the representations and warranties contained in Section 2.14 which shall survive until the expiration of the applicable statute of limitations or (3) any such actions or claims which have been the subject of a good faith written notice from any Investor Indemnitee to MEI prior to either such applicable period, which notice specifies in reasonable detail the nature and basis for such action or claim (which shall survive until the final resolution of such actions or claims). (c) Notwithstanding anything to the contrary in this Article 12, no limitation or condition of liability provided in this Article 12 shall apply to the breach of any representations and warranties if such breach was made wilfully or with the intent to deceive.