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 Person under Section 12.2, 12.3, 12.4 or 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 6.8.1 Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 6.2 or 12.5 6.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under either such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2Sections 11.2, 12.3, 12.4 11.3 or 12.5 11.4 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2Sections 10.2, 12.3, 12.4 10.3 or 12.5 10.4 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsections, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.210.2 and 10.3, 12.3, 12.4 or 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 11.8.1 Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 11.2 or 12.5 11.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.210.2 or 10.4, 12.3, 12.4 or 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 SECTION 9.01 or 12.5 SECTION 9.02 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.210.2, 12.310.4, 12.4 or 12.5 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying indemnified party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 12.2, 12.3, 12.4 7.2 or 12.5 7.3 of notice of the commencement of any Proceeding against it, such Indemnified Person willwill promptly, if a claim is to could be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to promptly notify the indemnifying party in writing will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. Such notice shall be a condition precedent to any liability of the indemnifying party hereunder.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.26.2, 12.36.3, 12.4 6.3A, 6.3B or 12.5 6.4 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a10.5.(a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 10.2 or 12.5 Section 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.211.2 or 11.4, 12.3, 12.4 or 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2SECTION 11.02, 12.3, 12.4 11.03 or 12.5 11.04 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of 43 the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give receive such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 Sections 8.2 or 12.5 8.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, ; but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.210.2, 12.3, 12.4 10.3 or 12.5 10.4 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 8.2 or 12.5 8.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.29.2, 12.3, 12.4 9.3 or 12.5 9.4 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 9.2, 9.3 or 9.4, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is irrevocably and materially prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 13.1 or 12.5 Section 13.2 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability or obligation that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates establishes that the defense of such action is unduly prejudiced by the indemnifying party's ’s failure to give such notice. Any notice to Sellers as indemnifying parties shall be given to the Sellers’ Representative.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 12.2, 12.3, 12.4 9.2 or 12.5 9.3 of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 12.2, 12.3, 12.4 10.2 or 12.5 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 8.1 or 12.5 8.2 hereof of notice of the commencement of any Proceeding claim, demand, action or proceeding ("Proceeding") against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.210.2, 12.310.3, 12.4 or 12.5 10.4, of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.210.2 or 10.3, 12.3, 12.4 or 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 10.2 or 12.5 Section 10.3 of notice of the commencement of any Proceeding against itclaim or demand by any Person other than an indemnified party, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.. 57-

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.26.2 or 6.3, 12.3, 12.4 or 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent (i) that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such noticenotice or (ii) notice is given after the time limitation set forth in Section 6.4.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 10.2 or 12.5 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice, and then only to the extent of such prejudice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 13.2 or 12.5 Section 13.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 10.2 or 12.5 10.6 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimProceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 or 12.5 12.2 of notice of any Threatened Proceeding against it or the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.210.2 or 10.3, 12.3, 12.4 or 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2Sections 10.2, 12.310.3, 12.4 10.6, 10.7 or 12.5 11.1 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under either Section 12.211.2, 12.311.3, 12.4 or 12.5 11.4 of notice of the commencement of any Proceeding proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under either such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.25.2, 12.3, 12.4 5.3 or 12.5 5.4 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 9 or 12.5 9.3 of notice of the commencement of any Proceeding proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 6.8.1 Promptly after receipt by an Indemnified Person a party entitled to indemnification under Section 12.2, 12.3, 12.4 6.2 or 12.5 6.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under either such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 11.2 or 12.5 11.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party and the Agent of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.9.1 Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 10.2 or 12.5 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 12.2, 12.3, 12.4 or 12.5 Sections 5.2 and 5.3 of notice of the commencement of any Proceeding proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.