Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. The With respect to third party making a claim claims, all claims for indemnification by any Indemnified Party or Seller Indemnified Party under this ---------------------------- Article 12 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 Section 12.4 shall be asserted ----- and resolved as follows: promptly after discovery of or receipt by the Indemnitee an Indemnified Party or a Seller Indemnified Party of notice of any demand, claim or circumstances circumstances, which, with the lapse of time, would or might are reasonably expected to give rise to a claim or the commencement (or the threatened commencement) of a claim including any action, proceeding or investigation (an "“Asserted Liability") ”), that ------------------ may result in a LossLosses which are subject to indemnification hereunder, the Indemnitee Indemnified Party or Seller Indemnified Party, as applicable, shall give written notice thereof (the "“Claims ------ Notice"”) to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the applicable Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudicedBuyer, as applicable. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary necessary, and to the extent feasible) of the Loss Losses that has have been or may be suffered by the IndemniteeIndemnified Party or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced thereby.

Notice of Asserted Liability. The Promptly after receipt by any party making a claim under this ---------------------------- Article 12 is referred entitled to as indemnification (the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee ) of notice of any demand, claim or circumstances whichthat, with or without the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to any other party or parties obligated to provide indemnification pursuant to Sections 8.2 or 8.3 hereof (the "Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee. If the Indemnitee fails to give the Indemnifying Party timely and reasonable notice of an Asserted Liability that might result in a Loss, such failure to so notify Indemnitee shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of any material rights and defenses otherwise available to the Indemnifying Party with respect to such Asserted Liability.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 As soon as is referred to as reasonably practicable after the "Indemnitee," and Shareholders become, on the party against whom such ---------- claims are asserted under this Article 12 is referred to as one hand, or the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by Purchaser or the Indemnitee of notice Sub becomes, on the other hand, aware of any claim or circumstances which(but, with the lapse of timein any event, would or might give rise to a claim or the commencement within ten (or threatened commencement10) of a claim including any action, proceeding or investigation (an "Asserted Liability"days thereof) that ------------------ may it or they have under Section 7.1 that is reasonably expected to result in a LossLoss to be indemnified hereunder (a “Liability Claim”), such party (the Indemnitee “Indemnified Party”) shall give notice thereof of the Liability Claim (the "a “Claims ------ Notice"”) to the other party (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall describe the Asserted Liability Claim in reasonable detail, and detail shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party and shall contain copies of all relevant or supporting information or documentation. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 7.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party or is received by the Indemnifying Party after the Expiration Date.

Notice of Asserted Liability. The Promptly after receipt by any party making a claim under this ---------------------------- Article 12 is referred entitled to as indemnification (the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee ) of notice of any demand, claim or circumstances whichthat, with or without the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to any other party or parties obligated to provide indemnification pursuant to Sections 8.2 or 8.3 hereof (the "Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee. If the Indemnitee fails to give the Indemnifying Party timely and reasonable notice of an Asserted Liability that might result in a Loss, such failure to so notify Indemnitee shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of any material rights and defenses otherwise available to the Indemnifying Party with respect to such Asserted Liability.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly Promptly after receipt by any party hereto (the Indemnitee “Indemnitee”) of notice of any demand, claim or circumstances which, with the lapse of time, would or might which could give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "“Asserted Liability"”) that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "a “Claims ------ Notice"”) to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 or 8.2 (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. In no event shall the Indemnitee’s failure to give a Claims Notice to the Indemnifying Party relieve the Indemnifying Party of any liability under this Article 8 except to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced the Indemnifying Party’s ability to adequately defend such claim or any related or other claim.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 As soon as is referred to as reasonably practicable after the "Indemnitee," and Shareholders, on the party against whom such ---------- claims are asserted under this Article 12 is referred to as one hand, or the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by Buyer, on the Indemnitee of notice other hand, becomes aware of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ such party has under Section 7.1 that may result in a LossLoss (a “Liability Claim”), such party (the Indemnitee “Indemnified Party”) shall give notice thereof of such Liability Claim (the "a “Claims ------ Notice"”) to the other party or parties (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall must describe the Asserted Liability Claim in reasonable detail, detail and shall must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. After the Indemnifying Party receives a Claims Notice, the Indemnifying Party may make such investigation of the Liability Claim as it shall deem necessary or desirable, and the Indemnified Party agrees to make available to the Indemnifying Party and its representatives the information relied upon by the Indemnified Party to substantiate the Liability Claim.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 10 is referred to as the "“Indemnitee," ” and the party against whom such ---------- claims are asserted under this Article 12 10 is referred to as the "“Indemnifying ------------ Party." ” All claims by any Indemnitee under this Article 12 10 shall be asserted ----- and resolved as follows: promptly Promptly after receipt by the an Indemnitee of notice of any demand, claim or circumstances circumstance which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "“Asserted Liability"”) that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "“Claims ------ Notice"”) to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (as alleged or estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. No failure or delay by the Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnitee harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnitee is entitled to indemnification hereunder.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 As soon as is referred to as reasonably practicable after Seller, on the "Indemnitee," and one hand, or the party against whom such ---------- claims are asserted under this Article 12 is referred to as Purchaser, on the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice other hand, becomes aware of any claim or circumstances whichthat such Party (or, with respect to the lapse of timePurchaser, would or might give rise to a claim or the commencement (or threatened commencementany Purchaser Indemnified Party) of a claim including any action, proceeding or investigation (an "Asserted Liability") has under Section 10.1 that ------------------ may result in a LossLoss for which such Party (or, with respect to the Indemnitee Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party”) shall give notice thereof of such Liability Claim (the "a “Claims ------ Notice"”) to the other Party (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall must describe the Asserted Liability Claim in reasonable detail, detail and shall must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 is referred Promptly after Buyer or Seller becomes aware of any fact, condition or event that may give rise to as the "Indemnitee," and the party against whom such ---------- claims are asserted Losses for which indemnification may be sought under this Article 12 is referred to as 11 the party becoming aware of such facts, condition or event shall notify the other party in the manner provided in Section 13.1 of this Agreement (the "Indemnifying ------------ Party." Claims Notice") to the other party. All claims by any Indemnitee under this Article 12 Claims Notices must be delivered within the time periods set forth in Section 11.5. The party entitled to indemnification ("Indemnitee") shall be asserted ----- and resolved as follows: promptly after receipt by deliver the Indemnitee of notice Claims Notice to the other party ("Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detailagainst Indemnitee, and shall indicate the amount (estimated, if necessary and to the extent feasiblenecessary) of the Loss Losses that has have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee. Claims may only be brought by delivery of the Claims Notice during the periods set forth in Section 11.5 hereof.

Notice of Asserted Liability. The party making a claim ---------------------------- under this ---------------------------- Article 12 is referred to as the "Indemnitee," and the party ---------- against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this ------------------ Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that may ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part ------ -------- of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. The party making As soon as is reasonably practicable after a claim Buyer Indemnified Party or Seller Indemnified Party (as applicable under this ---------------------------- Article 12 is referred to as the "Indemnitee," and circumstances, the party against whom such ---------- claims are asserted under this Article 12 is referred to as Buyer Indemnified Party or Seller Indemnified Party, the "Indemnifying ------------ “Indemnified Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice ”) becomes aware of any claim that it has under Section 12.1 or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") Section 12.2 that ------------------ may result in a LossLoss (a “Liability Claim”), the Indemnitee shall it will give written notice thereof (the "a “Claims ------ Notice"”) to either the Sellers through the Shareholders’ Representative or Buyer as may be applicable under the circumstances (as applicable under the circumstances, the Sellers or Buyer, the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall will describe the Asserted Liability Claim in reasonable detail, and shall will indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 12.3(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. The With respect to third party claims, all claims for indemnification by any party making a claim under this ---------------------------- Article 12 is 9 (referred to herein as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 ) shall be asserted ----- and resolved as follows: promptly Promptly after receipt by the an Indemnitee of notice of any demand, claim or circumstances circumstances, which, with the lapse of time, would or might give rise to a claim or the commencement (or the threatened commencementcommencement of) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a LossLosses which are subject to indemnification under Sections 9.1 or 9.2, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the party against whom such claims are asserted (referred to herein as the "Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary necessary, and to the extent feasible) of the Loss Losses that has have been or may be suffered by the Indemnitee. The failure of an Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 As soon as is referred to as reasonably practicable after any Seller, on the "Indemnitee," and one hand, or the party against whom such ---------- claims are asserted under this Article 12 is referred to as Purchaser, on the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice other hand, becomes aware of any claim or circumstances whichthat such Party (or, with respect to the lapse of timePurchaser, would or might give rise to a claim or the commencement (or threatened commencementany Purchaser Indemnified Party) of a claim including any action, proceeding or investigation (an "Asserted Liability") has under Section 10.1 that ------------------ may result in a LossLoss for which such Party (or, with respect to the Indemnitee Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party”) shall give notice thereof of such Liability Claim (the "a “Claims ------ Notice"”) to the other Party (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall must describe the Asserted Liability Claim in reasonable detail, detail and shall must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 As soon as is referred to as reasonably practicable after the "Indemnitee," and Stockholders, on the party against whom such ---------- claims are asserted under this Article 12 is referred to as one hand, or the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by Buyer or the Indemnitee of notice Parent, on the other hand, becomes aware of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ such party has under Section 9.1 that may result in a LossLoss (a “Liability Claim”), such party (the Indemnitee “Indemnified Party”) shall give notice thereof of such Liability Claim (the "a “Claims ------ Notice"”) to the other party or parties (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall must describe the Asserted Liability Claim in reasonable detail, detail and shall must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. After the Indemnifying Party receives a Claims Notice, the Indemnifying Party may make such investigation of the Liability Claim as is necessary to defend the Liability Claim, and the Indemnified Party shall make available to the Indemnifying Party and its representatives the information relied upon by the Indemnified Party to substantiate the Liability Claim.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 11 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 11 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 11 shall be asserted ----- and resolved as follows: promptly Promptly after receipt by the Indemnitee of notice of any claim Claim or circumstances which, with the lapse of time, would or might give rise to a claim Claim or the commencement (or threatened commencement) of a claim Claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The omission of any Indemnitee to so notify the Indemnifying Party of any such Claims Notice shall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee unless, and only to the extent that, such omission results in the Indemnifying Party's forfeiture of substantive rights or defenses or otherwise materially prejudices the Indemnifying Party's defense of the Claim.

Notice of Asserted Liability. The party making Promptly (but not later than 10 business days) after a claim under Buyer Indemnified Party or Company Indemnified Party (in this ---------------------------- Article 12 is referred context, an “Indemnitee”) become aware of any fact, condition or event that may give rise to as the "Indemnitee," and the party against whom such ---------- claims are asserted Losses for which indemnification may be sought under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by VII, the Indemnitee shall give notice thereof in the manner provided in Section 8.03 of notice this Agreement (the “Claims Notice”) to the party (in this context, the “Indemnitor”). The Claims Notice shall include a description in reasonable detail of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "“Asserted Liability"”) that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detailagainst Indemnitee, and shall indicate the amount (estimated, if necessary and to the extent feasiblenecessary) of the Loss Losses that has have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice under Section 7.02 or 7.04(d) shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 As soon as is referred to as reasonably practicable after any Seller, on the "Indemnitee," and one hand, or the party against whom such ---------- claims are asserted under this Article 12 is referred to as Purchaser, on the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice other hand, becomes aware of any claim or circumstances whichthat such Party (or, with respect to the lapse of timePurchaser, would or might give rise to a claim or the commencement (or threatened commencementany Purchaser Indemnified Party) of a claim including any action, proceeding or investigation (an "Asserted Liability") has under Section 10.1 that ------------------ may result in a LossLoss for which such Party (or, with respect to the Indemnitee Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party”) shall give written notice thereof of such Liability Claim (the "a “Claims ------ Notice"”) to the other Party (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall must describe the Asserted Liability Claim in reasonable detail, detail and shall must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party and, if the Liability Claim relates to a Third Party Claim (as defined below), the Claims Notice must be accompanied by all written communications from the third party relating to the Liability Claim. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party, or except as provided in Section 10.3.

Notice of Asserted Liability. The party making As soon as is reasonably practicable after a claim under this ---------------------------- Article 12 is referred to as Shareholder Party, on the "Indemnitee," and one hand, or a Buyer Party, on the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice other hand, becomes aware of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ such Person has under Section 7.1 that may result in a LossLoss (a “Liability Claim”), such Person (the Indemnitee “Indemnified Party”) shall give notice thereof of such Liability Claim (the "a “Claims ------ Notice"”) to the party indemnifying such Person (the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall must describe the Asserted Liability Claim in reasonable detail, detail and shall must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. After receipt of a Claims Notice, the Indemnifying Party may make such investigation of the Liability Claim as it shall deem necessary or desirable, and the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the Liability Claim.

Notice of Asserted Liability. The party making As soon as is reasonably practicable after a claim Purchaser Indemnified Party or Seller Indemnified Party (as applicable under this ---------------------------- Article 12 is referred to as the "Indemnitee," and circumstances, the party against whom such ---------- claims are asserted under this Article 12 is referred to as Purchaser Indemnified Party or Seller Indemnified Party, the "Indemnifying ------------ “Indemnified Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice ”) becomes aware of any claim that it has under Section 10.1 or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") Section 10.2 hereof that ------------------ may result in a LossLoss (a “Liability Claim”), the Indemnitee shall it will give notice thereof (the "a “Claims ------ Notice"”) to either the Equityholders through the Representative or Purchaser as may be applicable under the circumstances (as applicable under the circumstances, the Equityholders or Purchaser, the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall will describe the Asserted Liability Claim in reasonable detail, and shall will indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.3(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. The party making a claim under --- ---------------------------- this ---------------------------- Article 12 is referred to as the "Indemnitee," and the party against whom ---------- such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 ------------------- shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give ------------------ notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that ------------- -------- no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. The party making a claim entitled to ---------------------------- indemnification under this ---------------------------- Article 12 XI is referred to as the "Indemnitee," and ---------- the party against whom such ---------- claims are asserted obligated under this Article 12 XI to provide such indemnification is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this ------------------ Article 12 XI shall be asserted ----- and resolved as follows: promptly Promptly after receipt by the Indemnitee of notice of any claim Claim or circumstances which, with the lapse of time, would or might give rise to a claim Claim or the commencement (or threatened commencement) of a claim Claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give ------------------ notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims ------------- Notice shall describe the Asserted Liability in reasonable detaildetail including, if known, the facts constituting the basis for such Asserted Liability, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The omission of an Indemnitee to deliver a Claims Notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder unless and only to the extent that such omission results in the Indemnifying Party's forfeiture of substantive rights or defenses.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 8 is referred to as the "“Indemnitee," ” and the party against whom such ---------- claims are asserted under this Article 12 8 is referred to as the "“Indemnifying ------------ Party." ” All claims by any Indemnitee under this Article 12 8 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice of any claim Claim or circumstances which, with the lapse of time, would or might give rise to a claim Claim or the commencement (or threatened commencement) of a claim Claim including any action, proceeding or investigation (an "“Asserted Liability"”) that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "“Claims ------ Notice"”) to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The omission of any Indemnitee to so notify the Indemnifying Party of any such Claims Notice shall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee unless, and only to the extent that, such omission results in the Indemnifying Party’s forfeiture of substantive rights or defenses or otherwise materially prejudices the Indemnifying Party’s defense of the Claim.

Notice of Asserted Liability. The Promptly after receipt by any party making a claim under this ---------------------------- Article 12 is referred entitled to as indemnification (the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee ) of notice of any demand, claim or circumstances whichthat, with or without the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to any other party or parties obligated to provide indemnification pursuant to Sections 8.2 or 8.3 hereof (the "Indemnifying Party; provided that no delay on "). Before the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely Closing, notice to the extent) Stockholders' Representative shall be deemed to be notice to all the Indemnifying Party thereby is actually prejudicedStockholders. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee. If the Indemnitee fails to give the Indemnifying Party timely and reasonable notice of an Asserted Liability that might result in a Loss, such failure to so notify Indemnitee shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of any material rights and defenses otherwise available to the Indemnifying Party with respect to such Asserted Liability.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 11 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 11 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 11 shall be asserted ----- and resolved as follows: promptly Promptly after receipt by the Indemnitee of notice of any claim Claim or circumstances which, with the lapse of time, would or might give rise to a claim Claim or the commencement (or threatened commencement) of a claim Claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The omission of any Indemnitee to so notify the Indemnifying Party of any such Claims Notice shall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee unless, and only to the extent that, such omission results in the Indemnifying Party's forfeiture of substantive rights or defenses.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 6 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 6 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 6 shall be asserted and ----- and resolved as follows: promptly Promptly after receipt by the Indemnitee of notice of any claim Claim or circumstances which, with the lapse of time, would or might give rise to a claim Claim or the commencement (or threatened commencement) of a claim Claim including any action, proceeding or investigation (an "Asserted Liability") that may ------------------ may result in a Loss, the Indemnitee shall give written notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the ------ Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. The party making As soon as is reasonably practicable after a claim Buyer Indemnified Party or Seller Indemnified Party (as applicable under this ---------------------------- Article 12 is referred to as the "Indemnitee," and circumstances, the party against whom such ---------- claims are asserted under this Article 12 is referred to as Buyer Indemnified Party or Seller Indemnified Party, the "Indemnifying ------------ “Indemnified Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice ”) becomes aware of any claim that it has under Section 12.1 or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") Section 12.2 that ------------------ may result in a LossLoss (a “Liability Claim”), the Indemnitee shall it will give written notice thereof (the "a “Claims ------ Notice"”) to either the Sellers through the Shareholders’ Representative or Buyer as may be applicable under the circumstances (as 51 applicable under the circumstances, the Sellers or Buyer, the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall will describe the Asserted Liability Claim in reasonable detail, and shall will indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 12.3(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 11 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 11 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 11 shall be asserted ----- and resolved as follows: promptly Promptly after receipt by the Indemnitee of notice of any claim Claim or circumstances which, with the lapse of time, would or might give rise to a claim Claim or the commencement (or threatened commencement) of a claim Claim including any action, 39 33 proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on Party and, if the part of Indemnitee is the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely Buyer, to the extent) the Indemnifying Party thereby is actually prejudicedEscrow Agent. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The omission of any Indemnitee to so notify the Indemnifying Party of any such Claims Notice shall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee unless, and only to the extent that, such omission results in the Indemnifying Party's forfeiture of substantive rights or defenses.

Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 As soon as is referred to as reasonably practicable after GoSolutions becomes, on the "Indemnitee," and one hand, or VEDO or the party against whom such ---------- claims are asserted under this Article 12 is referred to as Merger Sub becomes, on the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice other hand, aware of any claim or circumstances which(but, with the lapse of timein any event, would or might give rise to a claim or the commencement within ten (or threatened commencement10) of a claim including any action, proceeding or investigation (an "Asserted Liability"days thereof) that ------------------ may it or they have under Section 11.2 that is reasonably expected to result in a LossLoss to be indemnified hereunder (a "LIABILITY CLAIM"), such party (the Indemnitee "INDEMNIFIED PARTY") shall give notice thereof of the Liability Claim (the a "Claims ------ NoticeCLAIMS NOTICE") to the Indemnifying Party; provided that no delay on other party (the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced"INDEMNIFYING PARTY"). The A Claims Notice shall describe the Asserted Liability Claim in reasonable detail, and detail shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party and shall contain copies 50 of all relevant or supporting information or documentation. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.7.1 shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party or is received by the Indemnifying Party after the Indemnification Period.

Notice of Asserted Liability. The party making As soon as is reasonably practicable after a claim Parent Indemnified Party or Seller Indemnified Party (as applicable under this ---------------------------- Article 12 is referred to as the "Indemnitee," and circumstances, the party against whom such ---------- claims are asserted under this Article 12 is referred to as Parent Indemnified Party or Seller Indemnified Party, the "Indemnifying ------------ “Indemnified Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice ”) becomes aware of any claim that it has under Section 10.1 or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") Section 10.2 hereof that ------------------ may result in a LossLoss (a “Liability Claim”), the Indemnitee shall it will give notice thereof (the "a “Claims ------ Notice"”) to either the Shareholders through the Representative as may be applicable under the circumstances (as applicable under the circumstances, the Shareholders or Parent, the “Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced”). The A Claims Notice shall will describe the Asserted Liability Claim in reasonable detail, and shall will indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.3(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.