Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") against it by a third party, such indemnified party shall, if a claim is to be made against an indemnifying party under such Sections, give notice to the indemnifying party of the commencement of such Proceeding, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 11.1 5.7(b) or 11.2 5.7(c) of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 12.2 or 11.2 12.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 10.2, or 11.2 Section 10.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 paragraph 6 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsparagraph, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 11.2 or 11.2 11.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceeding, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party indemnified party under Section 11.1 12.1, 12.2 or 11.2 12.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such any indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 11.1 10.1(a) or 11.2 Section 10.1(b) of notice of the commencement of any proceeding ("Proceeding") against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within a reasonable time after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyan indemnified party under Section 5.1 or Section 5.2, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsparty, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that it is fully and finally adjudicated in an appropriate Proceeding, based on evidence and the indemnifying party demonstrates law, that the defense of such action is prejudiced by the indemnified indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 11.2 or 11.2 11.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying indemni-fying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does shall 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 SECTION 9.02 or 11.2 9.03 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionssection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give receive such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 12.2, 12.3 or 11.2 12.4, of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Indemnified Person described in Section 11.1 8.2 or 11.2 8.3 of notice of the commencement of any proceeding Proceeding against it, including reasonable details as to the basis for such claim ("Proceeding") against it by a third partyto the extent within the Knowledge of the Indemnified Person), such indemnified party shallIndemnified Person will, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified partyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under this Section 11.1 or 11.2 6.14 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 11.2 or 11.2 11.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 ’s failure to give such notice. Holding Company shall be deemed to have received notice under Section 11.2 of all Proceedings and matters referred to in Part 3.15 of the Disclosure Schedule.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Articles 10.2, or 11.2 10.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsArticle, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an indemnified party under Section 11.1 10.2 or 11.2 10.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 Article VII of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsArticle, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third party, such indemnified party shallwill, if a claim is to be made against an indemnifying party 50 under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 Sections 10.2 - 10.6 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 11.2 or 11.2 11.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does will not relieve 14 16 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 Indemnified Party of notice of the commencement of any proceeding ("Proceeding") against it by a third party, such indemnified party shallIndemnified Party will, if a claim is to be made against an indemnifying party under such Sectionspursuant to this Article 10, give notice to the indemnifying party of the commencement of such the Proceeding, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified partythe Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's Indemnified Party’s failure to give provide such timely notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 11.2 or 11.2 11.3, of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim (notice to the Sellers shall be adequate if given to the Sellers’ Representative), but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an indemnified party under Section 11.1 10.2 or 11.2 10.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 10.2 or 11.2 10.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 9.2, or 11.2 9.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 in this Article 11 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsarticle, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party person under Section 11.1 or 11.2 13.1 of notice of the commencement of any proceeding ("Proceeding") a claim against it by (a third party"Claim"), such the indemnified party shallperson will, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such ProceedingClaim, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified partyperson, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified partyperson's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a1) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shall, if a claim is to be made against an indemnifying party under such Sectionsparty, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does shall 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 was actually prejudiced by the indemnified indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 11.2, 11.3 or 11.2 11.4 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 8.2 or 11.2 8.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 11.2, or 11.2 11.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 10.2 or 11.2 10.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 11.2, or 11.2 11.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") Action against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsthis Agreement, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 Action is prejudiced by the indemnified indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 10.2 or 11.2 10.3 of notice of the commencement of any proceeding ("Proceeding") a claim against it by a third party(" Claim"), such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such ProceedingClaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 12.2, or 11.2 12.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 Article V of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 6.2 or 11.2 Section 6.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.9.1 Promptly after receipt by an indemnified party under Section 11.1 9.2, 9.3 or 11.2 9.5 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 Article X of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does shall 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 10.2, 10.4, 10.5 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 2 or 11.2 3 of notice of the commencement of any proceeding ("Proceeding") Third Party Claim against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionssection, give written notice to the indemnifying party of the commencement of such Proceeding, but the Third Party Claim. The failure to notify the indemnifying party does party, however, 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 actually prejudiced by the indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 9.2 or 11.2 9.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 1. Promptly after receipt by an indemnified party under Section 11.1 8.2 or 11.2 8.3 of notice of the commencement of any proceeding ("Proceeding") against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 7.2 or 11.2 7.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Clause 8.2 or 11.2 8.3 of notice of the commencement of any action or proceeding ("Proceeding") against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsClause, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 8.3.1 Promptly after receipt by an indemnified party under [Section 11.1 8.2 or 11.2 8.3] of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any an indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 10.2 or 11.2 10.4, of notice of the commencement assertion of any proceeding ("Proceeding") against it liability by a third partyparty ("Third Party Claim"), such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give written notice to the indemnifying party of the commencement of such ProceedingThird Party Claim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice. This Section 10.8 will not apply to Tax Claims governed by Section 10.2 or 10.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 7.3.2 or 11.2 7.3.3 of notice of the commencement of any proceeding ("Proceeding") a claim against it by (a third party"Claim"), such the indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such ProceedingClaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsparty, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 9.02 or 11.2 9.03 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 SECTION 9.02, 9.03 or 11.2 9.04 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 10.2 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsparty, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 5.2, 5.4, or 11.2 (to the extent provided in the last sentence of Section 5.3) Section 5.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 11.1 9.1 or 11.2 9.2 of notice of the commencement of any proceeding ("Proceeding") against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 8.2 or 11.2 8.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsparty, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent 57 that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 12.2 or 11.2 Section 12.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 13.2 or 11.2 Section 13.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Person under Section 11.1 11.2 or 11.2 Section 11.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallIndemnified Person will, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified partyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 Indemnified Party of notice of the commencement of any proceeding ("Proceeding") against it by a third party, such indemnified party shallIndemnified Party will, if a claim is to be made against an indemnifying party under such Sectionspursuant to this Article 10, give notice to the indemnifying party of the commencement of such the Proceeding, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified partythe Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's Indemnified Party’s failure to give provide such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 8.2 or 11.2 8.3 of notice of the commencement of any proceeding ("Proceeding") a Third Party Claim against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsthis Article 8, give notice to the indemnifying party of the commencement of such ProceedingThird Party Claim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 Sections 10.2 or 11.2 10.3 of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 Indemnified Party of notice of the commencement of any proceeding ("Proceeding") against it by a third party, such indemnified party shallIndemnified Party will, if a claim is to be made against an indemnifying party under such Sectionspursuant to this Article IX, give notice to the indemnifying party of the commencement of such the Proceeding, but the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability that it may have to any indemnified partythe 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 11.2 or 11.2 Section 11.3 of written notice of the commencement of any proceeding ("Proceeding") Action against it by a third partyit, such indemnified party shall, if a claim is to be made against an indemnifying party under such Sectionssection, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 this Agreement of notice of the commencement of any proceeding ("Proceeding") Proceeding against it by a third partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionsSection 6.2 or 6.3, give notice to the indemnifying party of the commencement of such Proceedingclaim, but the failure to notify the indemnifying party does 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 indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of the commencement of any proceeding ("Proceeding") against it by a third partyan indemnified party under this Article 7, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsparty, give notice to the indemnifying party of the commencement of such Proceedingclaim, but but, subject to the provisions of Section 7.1, the failure to notify the indemnifying party does will not relieve the indemnifying party of any liability 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 indemnifying party's ’s failure to give such notice.