Procedures; No Waiver. (a) The party seeking indemnification under Section 11.02 (the "Indemnified Party") agrees to give prompt 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. No indemnification provided for in Section 11.02 shall be available to any party who shall fail to give the notice if the party to whom such notice was not given was unaware of the action, suit or proceeding to which the notice would have related and was prejudiced by the failure to give the notice, but the omission so to notify such Indemnifying Party of any such notification shall not relieve such Indemnifying Party from any liability which it may have to the Indemnified Party otherwise than under this Article XI. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party thereof, the Indemnifying Party may, or if the Indemnified Party requests shall, participate therein and, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, if the defendants in any such action include both an Indemnified Party and the Indemnifying Party and the Indemnified Party shall --------------- [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. - 35 - 40 have reasonably concluded that there may be legal defenses available to it and for other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party or Parties under this Section 11.03 shall have the right to employ not more than one counsel to represent them and, in that event, the reasonable fees and expenses of not more than one such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement effected without its consent of any claim, litigation or proce...
Procedures; No Waiver. (a) The party seeking indemnification under Section 11.02 (the "Indemnified Party") agrees to give prompt 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 the request of the Indemnified Party shall, participate in and control the defense of any third party suit, action or proceeding at its own expense. 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.
Procedures; No Waiver. (a) The party seeking indemnification ---------------------- under Section 10.02 or 10.03 (the "Indemnified Party") agrees to give prompt ----------------- 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 the request of the Indemnified Party shall, participate in and control the defense of any such third party suit, action or proceeding at its own expense. 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.
(b) No waiver of a closing condition by either Buyer or Seller shall limit its rights under Section 10.02.
Procedures; No Waiver. 24 ARTICLE XII - TERMINATION........................................................................................25
Procedures; No Waiver. (a) The party seeking indemnification under Section 10.02 (the "Indemnified Party") agrees to give prompt 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 the request of the Indemnified Party shall, participate in and control the defense of any third party suit, action or proceeding at its own expense. The Indemnifying Party shall not be liable under Section 10.02 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.
(b) No waiver of a closing condition by either Buyer or Seller shall limit their rights under Section 10.02.
(c) Notwithstanding anything in this Article X to the contrary, no suit on a right to indemnification may be brought unless and until the total of all Damages for which indemnification is sought shall equal or exceed $40,000, in the aggregate.
Procedures; No Waiver. (a) The party seeking indemnification under ---------------------
Procedures; No Waiver. 29 ARTICLE XII - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Procedures; No Waiver. (a) The party seeking indemnification under Article VIII (the “Indemnifying Party”) agrees to give prompt 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 in respect of which indemnity may be sought under this article; provided that the failure to give such notice shall not affect the Indemnified Party’s rights hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall assume the defense of each Action, including any legal and other expenses related thereto (including but not limited to attorneys fee). In addition the Indemnified Party shall be entitled to participate therein and advise with respect to such Actions.
(b) No waiver of a closing condition shall limit the parties’ rights to indemnification hereunder.
Procedures; No Waiver. 38 ARTICLE
Procedures; No Waiver. The party seeking indemnification under ---------------------
