Common use of Required Procedures Clause in Contracts

Required Procedures. Motorola will have no obligation to defend or indemnify Freescale unless Freescale: (A) promptly notifies Motorola in writing as soon as reasonably practicable after Freescale first becomes aware of the Claim, but in no event later than 30 days after Freescale first receives notice of the Claim; and (B) gives Motorola sole control of the Claim and all requested assistance for resolving the Claim or defending the Suit. Motorola will not be liable for the settlement of a Claim made without Motorola’s prior written consent, unless Motorola breaches its duty to defend hereunder. If any suit against Freescale involves a Claim as well as other claims against Freescale, Motorola will nonetheless be fully responsible for defending, indemnifying and holding Freescale harmless from the Claim(s), and will provide reasonable cooperation to Freescale’s counsel with respect to the other claims asserted in such suit.

Required Procedures. Motorola Freescale will have no obligation to defend or indemnify Freescale Motorola unless FreescaleMotorola: (A) promptly notifies Motorola Freescale in writing as soon as reasonably practicable after Freescale Motorola first becomes aware of the Claim, but in no event later than 30 days after Freescale Motorola first receives notice of the Claim; and (B) gives Motorola Freescale sole control of the Claim and all requested assistance for resolving the Claim or defending the Suit. Motorola Freescale will not be liable for the settlement of a Claim made without MotorolaFreescale’s prior written consent, consent unless Motorola Freescale breaches its duty to defend hereunder. If any suit against Freescale Motorola involves a Claim as well as other claims against FreescaleMotorola, Motorola Freescale will nonetheless be fully responsible for defending, indemnifying and holding Freescale Motorola harmless from the Claim(s), and will provide reasonable cooperation to FreescaleMotorola’s counsel with respect to the other claims asserted in such suit. If a Claim is asserted prior to completion of delivery of the Product, Freescale may decline to make further shipments.