Common use of Procedures; No Waiver Clause in Contracts

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 or 10.03 11.02 (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. 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 10.0211.02.