system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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manner as it may reasonably deem appropriate, including, but not limited to, settling such claim, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may reasonably deem appropriate, and (ii) the Indemnifying Party may participate in (but not control) the defense of such action, with its own counsel at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Person Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by clear and convincing evidence that conduct of the Indemnified Party in the defense and/or settlement of such Third Person Claim constituted gross negligence or willful misconduct. The Parties shall make available to each other all relevant information in their possession relating to any such Third Person Claim and shall cooperate in the defense thereof. ARTICLE 6 MISCELLANEOUS 6.1 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered either by courier or overnight delivery, or deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States Mail to the Party for whom it is intended, bearing the address shown below for such Party or such other address as may be designated in writing hereafter by such Party: All such notices to the HOF Entities (or either of them) shall be sent to: National Football Museum, Inc. d/b/a Pro Football Hall of Fame 2121 George Halas Drive Northwest Canton, Ohio 44708 Attention: David Baker and Pat Lindesmith 12 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 and HOF Village, LLC c/o IRG Realty Advisors 4020 Kinross Lakes Parkway, Suite 200 Richfield, Ohio 44286 Attention: Brian Parisi and Carol Smith with a copy to: Bryan Cave Leighton Paisner LLP One Metropolitan Square 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102 Attention: Ryan S. Davis All such notices to Constellation shall be sent to: Constellation NewEnergy, Inc. 1310 Point Street Baltimore, Maryland 21231 Attention: Kristina Gregory with a copy to: Constellation NewEnergy, Inc. 4 Houston Center 1221 Lamar Street, Suite 750 Houston, Texas 77010 Attention: Nina Jezic 6.2 Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction. Assignment of Second Level Agreements will be governed by the terms of the respective Second Level Agreement. 6.3 Entire Agreement. This Agreement, together with the Exhibits attached hereto, which are hereby incorporated herein by this reference, constitutes the entire agreement with respect to the subject matter hereof between the Parties and shall become a binding and enforceable agreement among the Parties and their respective successors and permitted assigns commencing as of the date hereof. No prior verbal or written agreement between the Parties with respect to the subject matter hereof shall survive the execution of this Agreement. 13 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 6.4 Modifications. No amendment or modification of any of the terms and conditions of this Agreement shall be effective unless such modification is expressed in writing and executed by each of the Parties. 6.5 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law. Any suit or action filed or otherwise commenced in connection with this Agreement must be filed and litigated in an appropriate court located in the City of Canton, Ohio (provided, however, that if the suit or action involves a claim for which federal courts have exclusive jurisdiction, then such suit or action must be filed in the U.S. District Court for the Northern District of the State of Ohio in Akron, Ohio), or such other venue as deemed appropriate by the HOF Entities. In the event of a dispute between an HOF Entity and Constellation regarding their rights and duties hereunder, the non-prevailing Party in any ensuing litigation shall pay the reasonable attorneys' fees and expenses of the prevailing Party (including costs of discovery and expert witness
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Extract the exact clause related to "Exclusivity" from the excerpt above.