Common use of PROCEDURES; NO WAIVER; EXCLUSIVITY Clause in Contracts

PROCEDURES; NO WAIVER; EXCLUSIVITY. (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; EXCLUSIVITY. (a) The party Each Party seeking ---------------------------------- indemnification indemnity under Section 11.02 6.01 (the "such Party, an “Indemnified Party"”) agrees to give ----------------- prompt written notice to the party against whom Party from which indemnity is being sought (such Party, 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 Section 6.01; provided, that the failure to give such Sectionnotice shall not affect the Indemnified Party’s rights hereunder. The Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and shall control the defense of any such third party suit, action or proceeding at its own expense; provided, that if the Indemnifying Party fails to undertake or maintain such defense, the Indemnified Party may control such defense at the expense of the Indemnifying Party. The Indemnifying Party shall not be liable under Section 11.02 6.01 for any settlement effected without its prior consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided, that such consent may not be unreasonably withheld.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking ---------------------------------- indemnification under Section 11.02 or 11.03 (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 or 11.03 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. Each person shall cooperate with each other person and upon request attend hearings and trials, assist in making settlement, securing and giving, evidence, obtaining the attendance of witnesses and in the conduct of suits.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking ---------------------------------- indemnification under Section 11.02 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 such third party suit, action or proceeding at its own expense. The Indemnifying Party shall not be liable under Section 11.02 10.02 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.