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

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking indemnification under Section 8.02 (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; 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 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 8.02 for any settlement effected without its prior written consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; PROVIDED that such written consent may not be unreasonably withheld.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking indemnification under Section 8.02 (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; 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 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 8.02 for any settlement effected without its prior written consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; PROVIDED that such written consent may not be unreasonably withheld.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking ---------------------------------- indemnification under Section 8.02 (the "INDEMNIFIED PARTYIndemnified Party") agrees to give ----------------- prompt notice to the party against whom indemnity is sought (the "INDEMNIFYING PARTYIndemnifying ------------ 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; PROVIDED 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 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 8.02 for any settlement effected without its prior written consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; PROVIDED provided that -------- such written consent may not be unreasonably withheld.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking indemnification under Section 8.02 (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; 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. In the event the Indemnified Party has available to it one or more legal defenses which are different from or in addition to those available to the Indemnifying Party, the Indemnified Party shall be entitled to retain separate counsel and the reasonable expenses of which shall be borne by the Indemnifying Party. 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 8.02 for any settlement effected without its prior written consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; PROVIDED that such written consent may not be unreasonably withheld.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking indemnification under Section 8.02 (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; 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 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 8.02 for any settlement effected without its prior written consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; PROVIDED that such written consent may not be unreasonably withheld. After the Closing, subject to the terms herein, Section 8.02 will provide the exclusive remedy for Buyer for any misrepresentation, breach of warranty, covenant or other agreement by Seller or other claim by Buyer arising out of this Agreement or the transactions contemplated hereby.