Common use of Procedures for Indemnification of Third Party Claims Clause in Contracts

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.04, or any other Section of this Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 5.2 or Section 4.045.3, or any other Section of this Agreement (collectivelyAgreement, a “Third Party Claim”)any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) twenty days after becoming aware of such Third Party Claim. Any such notice shall describe the facts constituting the basis for the Third Party Claim and the amount of the claimed Damages in reasonable detail. Notwithstanding the foregoing, the no delay or failure of any Indemnitee or other Person to give the notice as provided in this Section 4.06(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4V, except to the extent, and only to the extent, that extent of any damage or liability arising out of such Indemnifying Party is materially prejudiced by such failure to give noticedelay or failure.

Procedures for Indemnification of Third Party Claims. (a) 9.3.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person Third Party of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.049.1, or any other Section of this Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a) 9.3 shall not relieve the related Indemnifying Party of its obligations under this Article 49, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Forest Group or the Company Lone Pine Group of any claim claims or of the commencement by any such Person of any Action (collectively, a “Third—Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.04, or any other Section of this Agreement (collectively, a “Third Party Claim”)Article III, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 30 days after becoming aware of such Third Third—Party Claim. Any such notice shall describe the Third Third—Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a3.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4III, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Pride Group or the Company Seahawk Group of any claim claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 3.3 or Section 4.043.4, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) after becoming aware of such Third Party Claimthereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a3.7(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4III, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis LLC Group or the Company Corporation Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 5.02 or Section 4.045.03, or any other Section of this Agreement (collectively, a “Third Party Claim”)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4V, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 15.2 or Section 4.0415.3, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a15.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4Section 15, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Halliburton Group or the Company KBR Group of any claim claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.04, or any other Section of this Agreement (collectively, a “Third Party Claim”)Article III, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a3.7(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4III, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person of any Action Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.04, this Agreement or any other Section of this Agreement (collectively, a “Third Party Claim”)Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly soon as practicable (and in any event within 45 days) reasonably practicable, but no later than 15 days after becoming aware of such Third Third-Party ClaimClaim (or sooner if the nature of the Third-Party Claim so requires). Any such notice shall describe the Third Third-Party Claim in reasonable detail, or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VI, except to the extent, and only to the extent, extent that such Indemnifying Party is actually and materially prejudiced by such failure to give noticenotice in accordance with this Section 6.05(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis CCU Group or the Company Outdoor Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 4.03 5.2, Section 5.3 or Section 4.045.4, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Transaction Document, such Indemnitee Indemnified Party shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 4.06(a5.7(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4V, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis NCR Group or the Company Teradata Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 5.2 or Section 4.045.3, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4V, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis BMS Group or the Company MJN Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 5.02 or Section 4.045.03, or any other Section of this Agreement (collectively, a “Third Party Claim”)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4V, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee any Person entitled to indemnification hereunder (“Indemnitee”) shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Halliburton Group or the Company KBR Group of any claim claims or of the commencement by any such Person of any Action action (collectively, a “Third Party Claim”) with respect to which any party (an “Indemnifying Party Party”) may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.04, or any other Section of this Agreement (collectively, a “Third Party Claim”)Article VIII, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable within twenty (and in any event within 45 days20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a8.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VIII, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Plains Group or the Company Spinco Group of any claim claims or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 3.2 or Section 4.043.3, or any other Section section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a3.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4III, except to the extent, and only to the extent, extent that such Indemnifying Party is materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis RWE Group or the Company AWW Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 3.02 or Section 4.043.03, or any other Section of this Agreement (collectively, a “Third Party Claim”)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a3.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4III, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis CCU Group or the Company Entertainment Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 4.03 6.2 or Section 4.046.3, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Transaction Document, such Indemnitee Indemnified Party shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 4.06(a6.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VI, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Helix Group or the Company Cal Dive Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 4.03 5.2, Section 5.3 or Section 4.045.4, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Transaction Document, such Indemnitee Indemnified Party shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 4.06(a5.7(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4V, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Parent Group or the Company Enova Group of any claim claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.04, or any other Section of this Agreement (collectively, a “Third Party Claim”)Article III, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 30 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a3.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4III, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 5.2 or Section 4.045.3, or any other Section of this Agreement (collectivelyAgreement, a “Third Party Claim”)any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) twenty days after becoming aware of such Third Party Claim. Any such notice shall describe the facts constituting the basis for the Third Party Claim and the amount of the claimed Damages in reasonable detail. Notwithstanding the foregoing, the no delay or failure of any Indemnitee or other Person to give the notice as provided in this Section 4.06(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4V, except to the extent, and only to the extent, that extent of any damage or liability arising out of such Indemnifying Party is materially prejudiced by such failure to give noticedelay or failure.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Cellectis Group party or the Company Group one of its Affiliates of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 4.03 6.02, 6.03 or Section 4.046.04, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any other IPO Agreement, such Indemnitee Indemnified Party shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 4.06(a6.07(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VI or under the indemnification provisions of any other IPO Agreement, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 14.4.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person Third Party of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 Sections 14.1 or Section 4.0414.2, or any other Section of this Agreement (collectively, a “"Third Party Claim”"), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a) 14.4.1 shall not relieve the related Indemnifying Party of its obligations under this Article 414, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis Chugai Group or the Company Gen-Probe Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 4.02 or Section 4.044.03, or any other Section section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4IV, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis PC Mall Group or the Company eCOST Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 6.2 or Section 4.046.3, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable within twenty (and in any event within 45 days20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a6.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VI, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an any Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person Third Party of any Action (each a “Third Party Claim”) with respect to which an any Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 or Section 4.04, or any other Section of this Agreement (collectively, a “Third Party Claim”)hereunder, such Indemnitee shall give such Indemnifying Party and each Party to this Agreement, written notice thereof as promptly soon as practicable reasonably practicable, but no later than [ten (and in any event within 45 days10) Business Days] after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person Party to give notice as provided in this Section 4.06(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4ARTICLE V, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 7.4.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person Third Party of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 Sections 7.1 or Section 4.047.2, or any other Section of this Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a) 7.4 shall not relieve the related Indemnifying Party of its obligations under this Article 47, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 7.4.1. If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person Third Party of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 Sections 7.1 or Section 4.047.2, or any other Section of this Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a) 7.4 shall not relieve the related Indemnifying Party of its obligations under this Article 47, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 14.4.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a Person in the Cellectis Group or the Company Group of any claim or of the commencement by any such Person Third Party of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 Sections 14.1 or Section 4.0414.2, or any other Section of this Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a) 14.4 shall not relieve the related Indemnifying Party of its obligations under this Article 414, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis PC Mall Group or the Company eCOST Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 6.2 or Section 4.046.3, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable within twenty (and in any event within 45 days20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a6.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VI, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in member of the Cellectis PC Mall Group or the Company eCOST Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 6.2 or Section 4.046.3, or any other Section of this Agreement (collectively, a “Third Party Claim”)or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a6.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VI, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Person, (including any Governmental Authority) , who is not a Person in the Cellectis Group or the Company Group Party to this Agreement of any claim or of the commencement by any such Person of any Action (as hereinafter defined) (in either case, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.03 6.2, 6.3 or Section 4.046.4, or any other Section of this Agreement (collectively, a “Third Party Claim”)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 45 days) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.06(a6.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article 4VI, except to the extent, and only to the extent, extent that such Indemnifying Party is materially actually prejudiced by such failure to give notice.