Indemnification Procedure – Third Party Claims. (i) Promptly after receipt by an indemnified party under Section 7.2(a) or 7.2(b) of notice of the commencement of any action, suit or other proceeding (any of which, a "proceeding") against it, such indemnified party will, if a claim is to be made against an indemnifying party under such section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to give such notice.
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Samples: Asset Purchase Agreement (Micro Linear Corp /Ca/), Asset Purchase Agreement (Micro Linear Corp /Ca/)
Indemnification Procedure – Third Party Claims. (ia) Promptly after receipt by an indemnified party under Section 7.2(a) or 7.2(b) of notice of the commencement of any action, suit or other proceeding a claim from a third party (any of which, a "proceedingThird Party Claim") against itwhich may give rise to a claim for indemnification hereunder, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of such Third Party Claim. Notwithstanding the commencement of such claimforegoing, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnified party's failure to give such notice, and then only to the extent of such prejudice.
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Indemnification Procedure – Third Party Claims. (ia) Promptly after receipt by an indemnified party under Section 7.2(a) or 7.2(b) of notice of the commencement of any action, suit or other proceeding a claim from a third party (any of which, a "proceeding"“Third Party Claim”) against itwhich may give rise to a claim for indemnification hereunder, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of such Third Party Claim. Notwithstanding the commencement of such claimforegoing, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnified party's ’s failure to give such notice, and then only to the extent of such prejudice.
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Indemnification Procedure – Third Party Claims. (ia) Promptly after receipt by an indemnified party under Section 7.2(a) or 7.2(b) of notice of the commencement of any action, suit or other proceeding a claim from a third party (any of which, a "proceeding"“Third Party Claim”) against itwhich may give rise to a claim for indemnification hereunder, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of such Third Party Claim. Notwithstanding the commencement of such claimforegoing, but the failure to notify or any delay in notifying the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnified party's ’s failure to give or delay in giving such notice, and then only to the extent of such prejudice.
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