Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action (a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 shall not relieve each Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If if a party entitled to be indemnified under this Agreement (an Indemnitee shall receive "Indemnitee") receives notice or otherwise learn of the assertion by an unaffiliated third party (a person (including any governmental entity"Third Party") who is not a party to this Agreement or to any of the Transaction Documents of any claim or potential liability or of the commencement by any such Person person of any action or proceeding (a “Third-"Third Party Claim”") with respect to which another party hereto (an "Indemnifying Party may be Party") is obligated to provide indemnification pursuant to this Agreementindemnification, each such the Indemnitee shall give each such the Indemnifying Party written prompt notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 shall not relieve each Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Third Party Claim in reasonable detail, detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each the Indemnitee. Such notice shall be a condition precedent to any liability of the Indemnifying Party for any Third Party Claim under the provisions for indemnification contained in this Agreement; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnifying Party of such Third Party Claim shall adversely affect the Indemnitee's rights to indemnification hereunder solely to the extent that such failure prejudices the Indemnifying Party in the defense of such Third Party Claim.

Procedure for Indemnification. (a) If an Indemnitee Investor Indemnified Person or an Indemnified Person (such Person being referred to as the "Indemnitee") shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) Person who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action (a “Third-Party "Claim”") with respect to which an the other party (the "Indemnifying Party Party") may be obligated to provide indemnification pursuant to this Agreementindemnification, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 9.3 shall not relieve each the applicable Indemnifying Party of its obligations under this Article VIX, except to the extent that each such Indemnifying Party is materially prejudiced by such failure to give notice; provided, further, that the applicable Indemnifying Party shall have no obligations under Section 9.2(a)(i) or Section 9.2(b)(i), as applicable, unless such written notice is received by the Indemnifying Party within the survival periods set forth in Section 9.1. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each or is claimed against such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person Person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents Ancillary Agreements of any claim or of the commencement by any such Person of any action (a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 6.6 shall not relieve each Indemnifying Party of its obligations under this Article VARTICLE VI, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee Investor Indemnified Person or a Company Indemnified Person (such Person being referred to as the "Indemnitee") shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) Person who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action (a “Third-Party "Claim”") with respect to which an the other party (the "Indemnifying Party Party") may be obligated to provide indemnification pursuant to this Agreementindemnification, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 8.3 shall not relieve each the applicable Indemnifying Party of its obligations under this Article VVIII, except to the extent that each such Indemnifying Party is materially prejudiced by such failure to give notice; provided, further, that the applicable Indemnifying Party shall have no obligations under Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, unless such written notice is received by the Indemnifying Party within the survival periods set forth in Section 8.1. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each or is claimed against such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee any Indemnified Party becomes aware that any amounts are or will be owed to it pursuant to Section 6.1, then it shall receive notice or otherwise learn promptly notify the Indemnifying Party thereof and, promptly thereafter, it shall submit to the Indemnifying Party a certificate indicating the amounts owing to it and the calculation thereof; provided, however, that the Indemnified Party shall notify the Indemnifying Party in writing as soon as reasonably practicable following receipt of the any written assertion by a person (including any governmental entity) Person who is not a party to this Agreement (or to an Affiliate or an officer, director or employee of any of the Transaction Documents foregoing) of any claim or of the commencement by any such Person of any action or proceeding (each, a “Third-Party Claim”) with respect to which an the Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 shall not relieve each Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give noticehereunder. Such written notice shall describe the Third-Party Claim in reasonable detail, and . Failure to deliver such notices shall indicate not impact the Indemnified Parties’ right to indemnity hereunder or the amount (estimated if necessary) of thereof, except to the Indemnifiable Loss that has been or may be sustained extent the Indemnifying Party’s rights are actually materially prejudiced by each such Indemniteedelay.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including including, without limitation, any governmental entityGovernmental Authority) who is not a party to this Agreement or to any of the Transaction Documents Merger Agreement of any claim or of the commencement by any such Person person of any action Action (a “"Third-Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice (the "Indemnitee Notice") thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 5.4 shall not relieve each the applicable Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice Indemnitee Notice shall describe the Third-Party Claim in reasonable detail, detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee indemnitee shall receive notice or otherwise learn of the assertion by a person (including including, without limitation, any governmental entity) who is not a party to this Agreement agreement or to any of the Transaction Documents Ancillary Agreements of any claim or of the commencement by any such Person person of any action (a “Third-Party Claim”"third party claim") with respect to which an Indemnifying Party indemnifying party may be obligated to provide indemnification pursuant to this Agreementagreement, each such Indemnitee indemnitee shall give each such Indemnifying Party indemnifying party written notice thereof of it promptly after becoming aware of such Third-Party Claimthird party claim; provided, however, that the failure of any Indemnitee indemnitee to give notice as required by provided in this Section 5.5 4.04 shall not relieve each Indemnifying Party the related indemnifying party of its obligations under this Article VIV, except to the extent that each such Indemnifying Party indemnifying party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim third party claim in reasonable detaildetail and, and if ascertainable, shall indicate the amount (estimated if necessary) of the Indemnifiable Loss liability that has been or may be sustained by each such Indemniteeindemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person person of any action Action (a “Third-"Third Party Claim”") with respect to which an Indemnifying Party is or may be obligated to provide indemnification pursuant to this Agreementmake an Indemnity Payment, each such Indemnitee shall give each such Indemnifying Party written prompt notice thereof promptly after becoming aware of such Third-Third Party Claim, specifying in reasonable detail the nature of such Third Party Claim and the amount or estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim); provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 5.4 shall not relieve each the related Indemnifying Party of its obligations under this Article V5, except to the extent that each such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Separation Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person person of any action Action (a “Third-Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreementunder Section 5.1 or Section 5.2, each such Indemnitee shall give each such Indemnifying Party written prompt notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 5.4 shall not relieve each the related Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is actually and materially prejudiced by such failure to give notice. Such notice shall describe the Third-Third Party Claim in reasonable detail, and and, if practicable, shall indicate the estimated amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained or asserted by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party Party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action (a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 6.6 shall not relieve each the Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If 5.4.1 Except as may be set forth in any other Transaction Agreement, if an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) Person who is not a party to this Agreement or to any of the Transaction Documents Agreements of any claim or of the commencement by any such Person of any action Action (a “"Third-Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 5.4 shall not relieve each the Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive receives notice or otherwise learn learns of the assertion by a person Person (including without limitation any governmental entityGovernmental Entity) who is not a party to this Agreement or to any of the Transaction Documents Merger Agreement of any claim or of the commencement by any such Person of any action Action (a “"Third-Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall will give each such Indemnifying Party written notice (the "Indemnitee Notice") thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 shall 5.4 will not relieve each the applicable Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall Indemnitee Notice will describe the Third-Party Claim in reasonable detail, detail and shall will indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents Ancillary Agreements or Conveyance and Assumption Instruments of any claim or of the commencement by any such Person of any action (a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 6.6 shall not relieve each Indemnifying Party of its obligations under this Article VARTICLE VI, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee any Person shall receive claim indemnification (the "Indemnified Party") hereunder for any claim other than a third party claim, the Indemnified Party shall promptly give written notice or otherwise learn to the other party from whom indemnification is sought (the "Indemnifying Party") of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any nature of the Transaction Documents claim in detail and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of the commencement by a third party, including any such Person of any action Authority (a “"Third-Party Claim”) with respect to which an Indemnifying "), the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall promptly give each such Indemnifying Party written notice thereof promptly after becoming aware of such (a "Third-Party Claim; provided, however, that Notice") to the failure of any Indemnitee to give notice as required by this Section 5.5 shall not relieve each Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail and the amount of the claim. The rights of the Indemnified Party to be indemnified hereunder shall not be adversely affect by its obligations under this Article Vfailure to give, except or its failure to timely give, such notice with respect thereto unless, and if so, only to the extent that each such that, the Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemniteethereby.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including including, without limitation, any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents Ancillary Agreements of any claim or of the commencement by any such Person person of any action Action (a “Third-"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 5.04 (the "Notice") shall not relieve each the related Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give noticeNotice. Such notice Notice shall describe the Third-Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessaryto the extent practicable) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee Indemnified Person shall receive written notice or otherwise learn of the assertion by a person Person (including including, without limitation, any governmental entityGovernmental Authority) who is not a party to this Agreement or to any of the Transaction Documents Related Agreements of any claim or of the commencement by any such Person of any action (a “Third-Party Claim”) Action with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this AgreementAgreement (a "Third-Party Claim"), each such Indemnitee Indemnified Person shall give each such the Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee Indemnified Person to give notice as required by this Section 5.5 5.04 shall not relieve each the Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by each such IndemniteeIndemnified Person.

Procedure for Indemnification. (a) If an Indemnitee Indemnified Person shall receive written notice or otherwise learn of the assertion by a person Person (including including, without limitation, any governmental entityGovernmental Authority) who is not a party to this Agreement or to any of the Transaction Documents Related Agreements of any claim or of the commencement by any such Person of any action (a “Third-Party Claim”) Action with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this AgreementAgreement (a "THIRD-PARTY CLAIM"), each such Indemnitee Indemnified Person shall give each such the Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, howeverPROVIDED, that the failure of any Indemnitee Indemnified Person to give notice as required by this Section 5.5 5.04 shall not relieve each the Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by each such IndemniteeIndemnified Person.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person person of any action Action (a “Third-Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreementunder Section 5.1 or Section 5.2, each such Indemnitee shall give each such Indemnifying Party written prompt notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 5.4 shall not relieve each the related Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe the Third-Third Party Claim in reasonable detail, and and, if practicable, shall indicate the estimated amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained or asserted by each such Indemnitee.

Procedure for Indemnification. (a) If a party entitled to be indemnified under this Agreement (an Indemnitee shall receive "Indemnitee") receives notice or otherwise learn of the assertion by an unaffiliated third party (a person (including any governmental entity"Third Party") who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action Claim (a “Third-"Third Party Claim”") with respect to which another Party hereto (an "Indemnifying Party may be Party") is obligated to provide indemnification pursuant to this Agreementindemnification, each such the Indemnitee shall give each such the Indemnifying Party written prompt notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 shall not relieve each Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Third Party Claim in reasonable detail, detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each the Indemnitee. Such notice shall be a condition precedent to any liability of the Indemnifying Party for any Third Party Claim under the provisions for indemnification contained in this Agreement; provided, however, that the failure of the lndemnitee to give prompt notice to the Indemnifying Party of such Third Party Claim shall adversely affect the Indemnitee's rights to indemnification hereunder solely to the extent that such failure prejudices the Indemnifying Party in the defense of such Third Party Claim.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise other- wise learn of the assertion by a person (including including, without limitation, any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents Ancillary Agreements of any claim or of the commencement by any such Person person of any action Action (a “Third-"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this AgreementAgree- ment, each such Indemnitee shall give each such Indemnifying Party written writ- ten notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 5.04 (the "Notice") shall not relieve each the related Indemnifying Party of its obligations obliga- tions under this Article V, except to the extent that each such Indemnifying In- demnifying Party is prejudiced by such failure to give noticeNotice. Such notice Notice shall describe the Third-Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessaryto the extent practi- cable) of the Indemnifiable Loss that has been or may be sustained sus- tained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action (a “"Third-Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 6.5 shall not relieve each the Indemnifying Party of its obligations under this Article VVI, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including including, without limitation, any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents Ancillary Agreements of any claim or of the commencement by any such Person person of any action Action (a “Third-"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any -------- Indemnitee to give notice as required by provided in this Section 5.5 4.04 shall not relieve each the related Indemnifying Party of its obligations under this Article VIV, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including including, without limitation, any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person person of any action Action (a “Third-"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by provided in this Section 5.5 5.4 shall not relieve each the applicable Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Third Party Claim in reasonable detail, detail and shall will indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a any person (including including, without limitation, any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person person of any action (a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this AgreementAgreement (a “Third-Party Claim”), each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 8.4 shall not relieve each the Indemnifying Party of its obligations under this Article VVIII, except to the extent that each such Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action (a “"Third-Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, each such Indemnitee Idemnitee shall give each such Indemnifying Party party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 shall not relieve each the Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee.

Procedure for Indemnification. (a) If a party entitled to be indemnified under this Agreement (an Indemnitee shall receive "Indemnitee") receives notice or otherwise learn of the assertion by an unaffiliated third party (a person (including any governmental entity"Third Party") who is not a party to this Agreement or to any of the Transaction Documents of any claim or potential liability or of the commencement by any such Person person of any action or proceeding (a “Third-"Third Party Claim”") with respect to which another party hereto (an "Indemnifying Party may be Party") is obligated to provide indemnification pursuant to this Agreementindemnification, each such the Indemnitee shall give each such the Indemnifying Party written prompt notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as required by this Section 5.5 shall not relieve each Indemnifying Party of its obligations under this Article V, except to the extent that each such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Third Party Claim in reasonable detail, detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each the Indemnitee. Such notice shall be a condition precedent to any liability of the Indemnifying Party for any Third Party Claim under the provisions for indemnification contained in this Agreement; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnifying Party of such Third Party Claim shall adversely affect the Indemnitee's rights to indemnification hereunder solely to the extent that such failure prejudices the Indemnifying Party in the defense of such Third Party Claim.

Procedure for Indemnification. (a) If an any Indemnitee shall receive receives notice or otherwise learn of the assertion by a person (including any governmental entity) who is not a party to this Agreement or to any of the Transaction Documents of any claim or of the commencement by any such Person of any action (a “Third-Third Party Claim”) Claim with respect to which an Indemnifying Party may be is obligated under this Agreement to provide indemnification pursuant to this Agreementindemnification, each such Indemnitee shall give each such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Third Party Claim; provided, however, that the failure of any Indemnitee to give -------- ------- notice as required by provided in this Section 5.5 3.04 shall not relieve each any Indemnifying Party of its obligations under this Article VIII, except to the extent that each such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe the Third-such Third Party Claim in reasonable detaildetail and$ if practicable, and shall indicate the estimated amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by each such Indemnitee. Thereafter, such Indemnitee shall deliver to the Indemnafying Party, promptly after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to such Third Party Claim.