Procedures; Exclusivity. (a) The party seeking indemnification under Section 11.02 (the "Indemnified Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under such Section. The Indemnifying Party may, and at its election shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Except as otherwise provided in this Article 11, the Indemnifying Party shall not be liable under Section 11.02 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.
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Samples: Stock Purchase Agreement (Jefferson Pilot Corp), Stock Purchase Agreement (Chubb Corp), Stock Purchase Agreement (Chubb Corp)
Procedures; Exclusivity. (a) The party seeking indemnification under Section 11.02 7.02 (the "“Indemnified Party"”) agrees to give prompt written notice to the party against whom indemnity is sought (the "“Indemnifying Party"”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under such Section. The Indemnifying Party may, and may at its election shall, the request of the Indemnified Party participate in and control the defense of any such suit, action action, or proceeding at its own expense. Except as otherwise provided in this Article 11, the The Indemnifying Party shall not be liable under Section 11.02 7.02 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.
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Samples: Asset Purchase Agreement (Pinnacle Energy Corp.), Asset Purchase Agreement (Datalogic International Inc)
Procedures; Exclusivity. (a) The party seeking indemnification under Section 11.02 7.02 (the "Indemnified Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under such Section. The Indemnifying Party may, and may at its election shall, the request of the Indemnified Party participate in and control the defense of any such suit, action action, or proceeding at its own expense. Except as otherwise provided in this Article 11, the The Indemnifying Party shall not be liable under Section 11.02 7.02 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Datalogic International Inc), Share Exchange Agreement (Remote Dynamics Inc)
Procedures; Exclusivity. (a) The party seeking indemnification under Section 11.02 11.2 (the "Indemnified Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under such Section. The Indemnifying Party may, and at its election shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Except as otherwise provided in this Article 11, the Indemnifying Party shall not be liable under Section 11.02 11.2 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.
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