Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. If a claim or demand is made against ---------------------------- the Indemnitee or an Action is commenced by any Person who is not a Party or a member of a Party's Group (a "Third Party Claim") for which an Indemnifying ----------------- Party or Indemnifying Parties may be obligated to provide indemnification to the Indemnitee under this Master Separation Agreement or any Ancillary Agreement, the Indemnitee shall give the Indemnifying Party or Indemnifying Parties (including in the case of a Shared Liability, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and in any event within 30 Business Days) after receipt by the Indemnitee of notice of the Third Party Claim, which notice shall describe the Third Party Claim in reasonable detail; provided, however, that no delay or -------- ------- failure by the Indemnitee to give notice shall affect the Indemnitee's right to indemnification under this Master Separation Agreement or any Ancillary Agreement, except to the extent the Indemnifying Party is actually prejudiced by such delay or failure; provided, further, that the Indemnifying Party shall not -------- ------- be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver to the Indemnifying Party or Indemnifying Parties, promptly (or in the case of a Shared Liability any Managing Party that has assumed the defense of such Third Party Claim pursuant to this Master Separation Agreement) and in any event within three Business Days after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to such Third Party Claim.

Notice of Third Party Claims. If a claim or demand is made against ---------------------------- In the Indemnitee or an Action is commenced by any Person who is not a Party or a member event of a Party's Group Claim brought by a Third Party (a "Third “Third-Party Claim") for which an Indemnifying ----------------- Party or Indemnifying Parties may be obligated to provide indemnification to the Indemnitee under this Master Separation Agreement or any Ancillary Agreement”), the Indemnitee Indemnified Party shall give to the Indemnifying Party or Indemnifying Parties (including in the case of a Shared Liabilityprompt and detailed notice thereof, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and but in any event within 30 no later than ten (10) Business Days) Days after receipt by the Indemnitee of such notice of such Third-Party Claim or within such shorter period of time as may reasonably be required to permit the Third Indemnifying Party Claimto adequately respond to any such Claim (but in such a case, which notice shall describe in no event later than prior to the expiration of half the term available to reply to the Third Party Claim in reasonable detailsuch shorter period); provided, however, that no the failure to provide such notice or any delay or -------- ------- failure by the Indemnitee to give in providing such notice shall affect the Indemnitee's right to indemnification not release any Indemnifying Party from any of its obligations under this Master Separation Agreement ARTICLE 7 or prevent any Ancillary Agreement, Indemnified Party from being indemnified for any Damages except to the extent the Indemnifying Party is actually materially prejudiced by such failure or delay or failure; provided, further, that (and then only to the extent of such prejudice). Such notice to the Indemnifying Party shall not -------- ------- be liable for describe the Third-Party Claim in reasonable detail and, as the case may be, shall enclosed a copy of the documentation received therewith and any expenses incurred during the period in which the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver other information or documentation available to the Indemnifying Indemnified Party or Indemnifying Parties(including, promptly (or in the case of a Shared Liability the Purchasers, any Managing Party that has assumed such available 57 information or documentation to the defense of Company or Subsidiaries) relevant to the notified Claim. In addition, such Third Party Claim pursuant to this Master Separation Agreement) and in any event within three Business Days after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received notice by the Indemnitee relating to such Third Indemnified Party Claimshall indicate the Claimed Amount, if reasonably practicable, that have been or may be sustained by the Indemnified Party.

Notice of Third Party Claims. If a Party entitled to indemnification hereunder (in this Article 12, the “Indemnified Party”) receives notice of the commencement or assertion of any claim or demand is made for which the other Party (in this Article 12, the “Indemnifying Party”) may be liable for indemnification pursuant to this Article 12 that has been asserted against ---------------------------- the Indemnitee or an Action is commenced Indemnified Party by any Person who is not a Party or a member an affiliate of a Party's Group Party (a "“Third Party Claim") for which an Indemnifying ----------------- Party or Indemnifying Parties may be obligated to provide indemnification to the Indemnitee under this Master Separation Agreement or any Ancillary Agreement”), the Indemnitee Indemnified Party shall give the Indemnifying Party or Indemnifying Parties reasonably prompt notice thereof (including in the case of a Shared Liability“Third Party Claim Notice”), the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and but in any event within no later than 30 Business Days) days after receipt by the Indemnitee of such notice of the such Third Party Claim, which notice . The Third Party Claim Notice shall describe the Third Party Claim in reasonable detail; provideddetail and shall indicate, howeverif reasonably practicable, the estimated amount of the Losses that no delay have been or -------- ------- failure may be sustained by the Indemnitee Indemnified Party or if the estimated amount of such Losses is not known. The omission so to give notice notify the Indemnifying Party shall affect not relieve the Indemnitee's Indemnifying Party from any liability on the part of the Indemnifying Party to the Indemnified Party that otherwise may exist with respect to such cause under this Article 12 unless (and only to that extent that) the omission to notify actually and materially prejudices the ability of the Indemnifying Party to exercise its right to defend as provided in this Article 12. From the time the Indemnified Party receives notice of the Third Party Claim, the Indemnified Party shall, at the expense of the Indemnifying Party and subject to receipt of all reasonable cooperation from the Indemnifying Party, take all commercially reasonable steps to protect its rights and the rights of the Indemnifying Party in respect of such Third Party Claim, provided that the failure to take such steps shall not impact the right of the Indemnified Party to indemnification under this Master Separation Agreement or any Ancillary Agreement, hereunder except to the extent the Indemnifying Party is was actually prejudiced by such delay or failure; provided, further, that the Indemnifying Party shall not -------- ------- be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver to the Indemnifying Party or Indemnifying Parties, promptly (or in the case of a Shared Liability any Managing Party that has assumed the defense of such Third Party Claim pursuant to this Master Separation Agreement) and in any event within three Business Days after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to such Third Party Claimdelay.

Notice of Third Party Claims. If a claim or demand is made against ---------------------------- the an Indemnitee or an Action is commenced by any Person who is not a Party or a member of a Party's the Automotive Group or the Packaging Group (a "Third Party ClaimTHIRD PARTY CLAIM") for as to which an Indemnifying ----------------- Party or Indemnifying Parties may be obligated such Indemnitee is entitled to provide indemnification pursuant to the Indemnitee under this Master Separation Agreement or any Ancillary Agreement, the such Indemnitee shall give notify the Indemnifying Party or Indemnifying Parties (including in writing, and in reasonable 33 39 detail, of the case of a Shared Liability, the Third Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof Claim promptly (and in any event within 30 Business Daysbusiness days) after receipt by the such Indemnitee of written notice of the Third Party Claim, which notice shall describe the Third Party Claim in reasonable detail; provided, however, that no delay or -------- ------- failure by the Indemnitee to give notice such notification shall not affect the Indemnitee's right to indemnification under this Master Separation Agreement or any Ancillary Agreement, hereunder except to the extent the Indemnifying Party is shall have been actually prejudiced by as a result of such delay or failure; provided, further, failure (except that the Indemnifying Party shall not -------- ------- be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party shall have 30 days from personal delivery or mailing of such written notice to notify the Indemnitee (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnitee with respect to such claim or demand and (ii) whether or not it assumes the defense of such claim or demand. Thereafter, the Indemnitee shall deliver to the Indemnifying Party or Indemnifying PartiesParty, promptly (or in the case of a Shared Liability any Managing Party that has assumed the defense of such Third Party Claim pursuant to this Master Separation Agreement) and in any event within three Business Days 15 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to such the Third Party Claim.

Notice of Third Party Claims. If a In the event of the assertion or commencement by any third party Person of any action, suit, claim or demand is made against ---------------------------- the Indemnitee other legal proceeding claim or with respect to which an Action is commenced by Indemnifying Party may become obligated to hold harmless, indemnify, compensate or reimburse any Person who is not a Indemnified Party or a member of a Party's Group pursuant to Section 7.02 (a "“Third Party Claim") for which an Indemnifying ----------------- Party or Indemnifying Parties may be obligated to provide indemnification to the Indemnitee under this Master Separation Agreement or any Ancillary Agreement”), the Indemnitee Indemnified Party shall give the Indemnifying Party or Indemnifying Parties (including in the case of a Shared Liability, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) prompt written notice -------------- thereof promptly (and in any event within 30 Business Days) after receipt by the Indemnitee of notice of the Third Party Claim, which thereof. The failure to give such prompt written notice shall describe the Third Party Claim in reasonable detail; providednot, however, that no delay or -------- ------- failure by relieve the Indemnitee to give notice shall affect the Indemnitee's right to Indemnifying Party of its indemnification under this Master Separation Agreement or any Ancillary Agreementobligations, except and only to the extent the Indemnifying Party is actually prejudiced by that such delay or failure; provided, further, that the Indemnifying Party shall not -------- ------- be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver to the Indemnifying Party or Indemnifying Parties, promptly (or in the case of a Shared Liability any Managing Party that has assumed failure materially prejudices the defense of such Third Party Claim. Within fifteen (15) days of receipt of an Indemnification Notice regarding any Third Party Claim, the Indemnifying Party shall notify the Indemnified Party if the Indemnifying Party wishes to assume the defense or settlement of the Third Party Claim pursuant at its own expense with counsel of its choosing and acknowledge liability for any Losses, in which event the Indemnified Party will have the right to this Master Separation Agreementparticipate in the defense at its own expense. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any Third Party Claim within fifteen (15) and in any event within three Business Days after the Indemnitee's days of receipt thereof, copies of all notices and documents (including court papers) received an Indemnification Notice is deemed a waiver by the Indemnitee relating Indemnifying Party of its right to defend such Third Party Claim.

Notice of Third Party Claims. If a The parties agree that in the event that any claim is made, any suit or demand action is made against ---------------------------- the Indemnitee commenced, or an Action any knowledge is commenced by any Person who is not a Party or a member received of a state of facts which, if not corrected, may give rise to a right of indemnification for such party hereunder (an "Indemnified Party's Group (a "Third Party Claim") for which an from the other party (the "Indemnifying ----------------- Party or Indemnifying Parties may be obligated to provide indemnification to the Indemnitee under this Master Separation Agreement or any Ancillary AgreementParty"), the Indemnitee shall Indemnified Party will give written notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Parties (including in Party under the case of a Shared Liability, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and in any event within 30 Business Days) preceding sentence shall be given no later than 15 days after receipt by the Indemnitee Indemnified Party of notice service of process in the Third Party Claim, which event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall describe the Third not relieve an Indemnifying Party Claim in reasonable detail; provided, however, that no delay or -------- ------- failure by the Indemnitee of its obligation to give notice shall affect the Indemnitee's right to indemnification under this Master Separation Agreement or any Ancillary Agreement, indemnify except to the extent the Indemnifying Party is actually prejudiced by such delay failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or failuremay be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, furtherhowever, that the Indemnifying Party shall not -------- ------- settle, compromise or discharge, or admit any liability with respect to any such claim without the prior written consent of the Indemnified Party (which consent will not be liable for any expenses incurred during unreasonably withheld or delayed) unless the period in which relief consists solely of money damages and includes a provision where the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver to the Indemnifying Party plaintiff or Indemnifying Parties, promptly (or claimant in the case of a Shared Liability any Managing matter releases the Indemnified Party that has assumed from all liability with respect thereto. Notwithstanding an election to assume the defense of such Third action or proceeding, the Indemnified Party Claim pursuant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Master Separation Agreement) Article IX and in keep such Persons informed of all developments relating to any event within three Business Days after the Indemnitee's receipt thereofsuch claims, and provide copies of all notices relevant correspondence and documents (including court papers) received by documentation relating thereto. In any event, the Indemnitee relating Indemnified Party shall have the right at its own expense to participate in the defense of such Third Party Claim.asserted 66

Notice of Third Party Claims. If a The parties agree that if any claim is made, any suit or demand action is made against ---------------------------- the Indemnitee commenced, or an Action any knowledge is commenced by any Person who is not a Party or a member received of a state of facts which, if not corrected, may give rise to a right of indemnification for such party hereunder (an "Indemnified Party's Group (a "Third Party Claim") for which an from the other party (the "Indemnifying ----------------- Party or Indemnifying Parties may be obligated to provide indemnification to the Indemnitee under this Master Separation Agreement or any Ancillary AgreementParty"), the Indemnitee shall Indemnified Party will give written notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Parties (including in Party under the case of a Shared Liability, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and in any event within 30 Business Days) preceding sentence shall be given no later than 15 days after receipt by the Indemnitee Indemnified Party of notice service of the Third Party Claim, which process if a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall describe the Third not relieve an Indemnifying Party Claim in reasonable detail; provided, however, that no delay or -------- ------- failure by the Indemnitee of its obligation to give notice shall affect the Indemnitee's right to indemnification under this Master Separation Agreement or any Ancillary Agreement, indemnify except to the extent the Indemnifying Party is actually prejudiced by such delay failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or failuremay be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 10.04(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, furtherhowever, that the Indemnifying Party shall not -------- ------- settle, compromise, or discharge, or admit any liability with respect to, any such claim without the prior written consent of the Indemnified Party (which consent will not be liable for any expenses incurred during unreasonably withheld or delayed) unless the period in which relief consists solely of money damages and includes a provision where the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver to the Indemnifying Party plaintiff or Indemnifying Parties, promptly (or claimant in the case of a Shared Liability any Managing matter releases the Indemnified Party that has assumed from all liability with respect thereto. Notwithstanding an election to assume the defense of such Third action or proceeding, the Indemnifying Party Claim pursuant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Master Separation Agreement) Article X and in keep such Persons informed of all developments relating to any event within three Business Days after the Indemnitee's receipt thereofsuch claims, and provide copies of all notices relevant correspondence and documents documentation relating thereto. Also, in any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of claim does not elect to defend such claim or does not defend such claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such claim; provided, however, that (including court papersi) received by the Indemnitee relating Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such Third claim; (ii) the Indemnified Party's defense of or participation in the defense of any such claim shall not in any way diminish or lessen the obligations of the Indemnifying Party Claimunder this Article X; and (iii) the Indemnified Party shall not settle, compromise, or discharge, or admit any liability with respect to, any such claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Notice of Third Party Claims. If a claim All claims for indemnification made under this Agreement resulting from, related to or demand is made against ---------------------------- the Indemnitee or an Action is commenced by any Person who is not a Party or a member arising out of a Party's Group third-party claim against an Indemnified Party (a "“Third Party Claim"”) shall be made in accordance with the procedures set forth in this Section 8.5. An Indemnified Party shall give prompt written notification to Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or to the Seller (if the Seller Parties are the Indemnifying Party) of the commencement of any Legal Proceeding relating to a Third Party Claim for which an Indemnifying ----------------- Party or Indemnifying Parties indemnification may be obligated to provide indemnification to sought or, if earlier, upon the Indemnitee under this Master Separation Agreement or written assertion of any Ancillary Agreement, the Indemnitee shall give the Indemnifying Party or Indemnifying Parties (including in the case of a Shared Liability, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and in any event within 30 Business Days) after receipt by the Indemnitee of notice of the such Third Party Claim, which notice shall describe the Third Party Claim in reasonable detail; provided, howeverthat, that no delay on the part of the Indemnified Party in notifying Buyer or -------- ------- failure by the Indemnitee to give notice Seller (as applicable) shall affect the Indemnitee's right to indemnification relieve such Indemnifying Party from any obligation under this Master Separation Agreement or any Ancillary AgreementARTICLE 8 (Indemnification), except to the extent (a) notice is delivered after the applicable survival period for such claim (in which case the Indemnified Party shall not be entitled to assert such claim) or (b) such delay actually and materially prejudices the Indemnifying Party is actually prejudiced in its ability to defend such claim. Such notice by such delay or failure; provided, further, that the Indemnifying Indemnified Party shall not -------- ------- be liable for any expenses incurred during the period include a description in which the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver reasonable detail (to the Indemnifying Party or Indemnifying Parties, promptly (or in the case of a Shared Liability any Managing Party that has assumed the defense of such Third Party Claim pursuant to this Master Separation Agreement) and in any event within three Business Days after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received extent known by the Indemnitee relating to Indemnified Party) of the facts constituting the basis for such Third Party Claim, the provisions of this Agreement alleged to have been breached, and the amount of the Losses claimed (to the extent known by the Indemnified Party).

Notice of Third Party Claims. If a (a) In the event that any third party claim or demand is made against ---------------------------- the Indemnitee or an Action is commenced by any Person who is not a Party or a member of a Party's Group (a "Third Party Claim") for is hereafter asserted against any party hereto as to which an Indemnifying ----------------- Party or Indemnifying Parties such party may be obligated entitled to provide indemnification hereunder, such party (the "Indemnitee") shall notify the party required by the terms of this Agreement to indemnify the Indemnitee under this Master Separation Agreement (the "Indemnifying Party") in writing thereof (the "Claims Notice") within sixty (60) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnitee, (ii) receipt by such Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment against such Indemnity, or (iii) such Indemnitee becomes aware of the existence of any Ancillary Agreementother event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if reasonably possible, of the Buyers Losses or the Sellers Losses, as the case may be, that have been or may be incurred or suffered by eFunds or ATM, the Indemnitee shall give Principals or Ronald G. Roth, as the case may be, from such third party claim. The fxxxxxx xx xxxxly notify the Indemnifying Party or Indemnifying Parties (including in the case of a Shared Liability, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and in any event within 30 Business Days) after receipt by the Indemnitee of notice of the Third commencement of such actions in accordance with this Section 10.6(a) shall not relieve the Indemnifying Party Claim, which notice shall describe from the Third Party Claim in reasonable detail; provided, however, that no delay or -------- ------- failure by the Indemnitee obligation to give notice shall affect the Indemnitee's right to indemnification indemnify under this Master Separation Agreement or any Ancillary AgreementSection 10, except to the extent the Indemnifying Party is actually establishes by competent evidence that it or they are directly and materially prejudiced by such delay or failure; provided, further, that the Indemnifying Party shall not -------- ------- be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver to the Indemnifying Party or Indemnifying Parties, promptly (or in the case of a Shared Liability any Managing Party that has assumed the defense of such Third Party Claim pursuant to this Master Separation Agreement) and in any event within three Business Days after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to such Third Party Claimthereby.