Common use of Procedure and Limitations Clause in Contracts

Procedure and Limitations. No indemnification will be provided under Sections 10.01 or 10.02 (i) for any claim for indemnification which is made more than one (1) year following the Closing Date; and (ii) unless the amount of any claim or aggregate claims exceeds $10,000, and then only to the extent of such excess. Any indemnified party shall give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice shall not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor shall have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which shall not be unreasonably withheld. The indemnified party shall cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.

Procedure and Limitations. No indemnification will be ------------- ------------------------- provided under Sections 10.01 or 10.02 (i) for any claim for indemnification which is made more than one three (13) year years following the Closing Date; and (ii) unless the amount of any claim or aggregate claims exceeds $10,000, and then only to the extent of such excess. Any indemnified party shall give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice shall not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor shall have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which shall not be unreasonably withheld. The indemnified party shall cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.. ARTICLE ELEVEN -------------- GENERAL -------

Procedure and Limitations. No indemnification will be -------------- --------------------------- provided under Sections 10.01 or 10.02 10.02 (i) for any claim for indemnification which is made more than one (1) year following the Closing Date; and (ii) unless the amount of any claim or aggregate claims exceeds $10,000, and then only to the extent of such excess. Any indemnified party shall give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice shall not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor shall have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which shall not be unreasonably withheld. The indemnified party shall cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.. ARTICLE ELEVEN GENERAL -------