Procedures; No Waiver Sample Clauses

Procedures; No Waiver. (a) All claims for indemnification by an Indemnified Person pursuant to this Article IX shall be made in accordance with the provisions of this Section 9.03. (b) A party entitled to indemnification under this Article IX (the "Indemnified Person") shall give prompt written notification to the Person obligated to provide such indemnification (the "Indemnifying Person") of the commencement of any action, suit or proceeding relating to a claim between the parties or a third party claim for which indemnification pursuant to this Article IX may be sought; provided, however, that no delay on the part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Person from any liability or obligation under this Article IX except to the extent of any damage or liability caused solely by or arising solely out of such delay. With respect to any claim by a third party, within 20 days after delivery of such notification, the Indemnifying Person may, upon written notice thereof to the Indemnified Person, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person; provided that (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, the Indemnified Person shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of a single counsel per applicable jurisdiction to the Indemnified Person shall be considered "Losses" for purposes of this Agreement and shall be paid by the Indemnifying Party. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recom...

Procedures; No Waiver. 24 ARTICLE XII - TERMINATION........................................................................................25

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. (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. 45 ARTICLE X -- MISCELLANEOUS.......................................................................................45

Procedures; No Waiver. (b) No investigation by Grantor of the Field IP, the Transaction Documents or any other matters shall limit Grantor’s right to indemnification hereunder. (c) The expiration or termination of any term of this Agreement shall not excuse any Party hereto from its liability in respect of any breach hereof prior to such expiration or termination.

Procedures; No Waiver. The party seeking indemnification under ---------------------

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