Common use of Procedures Clause in Contracts

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 5.02 or Section 6.03 5.03 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 7.01 or Section 6.03 7.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Party.

Procedures. (a) The party Party seeking indemnification under Section 6.02 6.2 or Section 6.03 6.3 (the “Indemnified Party”) agrees to give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced adversely affected the Indemnifying Party.

Procedures. (a) The party Party seeking indemnification under Section 6.02 or Section 6.03 7.2 (the “Indemnified Party”) agrees to give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will promptly provide the Indemnifying Party such information and access to personnel with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 7.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 Sections 9.08 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party Party seeking indemnification under Section 6.02 or Section 6.03 ARTICLE VIII (the “Indemnified Party”) agrees to give prompt notice of its Claim to the party against whom indemnity is sought (the “Indemnifying Party”) ), stating in reasonable detail the nature of the assertion inaccuracy or breach or other claim (including identification of any claimthe provisions of this Agreement alleged to have been breached or inaccurate or under which a claim is being made), or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty or to the extent the survival periods stated herein have lapsed.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to shall give prompt notice (the “Indemnity Notice”) to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 9.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 5.2 (the “"Indemnified Party”") agrees to shall give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suitassertion, action event or proceeding (each, a “Claim”) in respect of which indemnity such Indemnified Party has knowledge concerning any Loss as to which such Indemnified Party may be sought hereunder and shall provide the Indemnifying Party request indemnification under such information with respect thereto Section; provided that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations hereunderfrom any liability under Section 5.2, except to the extent such failure shall have prejudiced that the Indemnifying PartyParty has been prejudiced by such failure.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 8.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure shall have prejudiced the Indemnifying Partyto provide timely notice.

Procedures. (a) The party Party seeking indemnification under Section 6.02 or Section 6.03 7.2 (the “Indemnified Party”) agrees to give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will promptly provide the Indemnifying Party such information and access to personnel with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party Party seeking indemnification under Section 6.02 5.02 or Section 6.03 5.03 (the “Indemnified Party”) agrees to give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.. 44

Procedures. (a) The a)The party seeking indemnification under Section 6.02 or Section 6.03 6.01 (the “Indemnified Party”) agrees to shall give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding by any third party (each, a “Third Party Claim”) in respect of which indemnity may be sought hereunder under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and shall provide the Indemnifying Party such basis for indemnification (taking into account the information with respect thereto that then available to the Indemnifying Party may reasonably requestIndemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The Indemnified Party’s failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The i)The party seeking indemnification under Section 6.02 or Section 6.03 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The Indemnified Party’s failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Action (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claimclaim (whether by a third party or any party hereto), or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section, specifying in reasonable detail the basis and shall factual background for the Claim and the amount of Damages sought, and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not give such notice will not, however, relieve the Indemnifying Party of its obligations hereunder, any liability hereunder except and only to the extent such failure shall have that it is actually prejudiced the Indemnifying Partythereby.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 (the “Each Indemnified Party”) agrees to Person shall give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding Action (each, a “"Claim”") in respect of which indemnity may be sought hereunder under Section 11.02 and shall to provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder Section 11.02, except to the extent such failure shall have actually prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 ‎Section 5.02 or Section 6.03 ‎Section 5.03 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced adversely affected the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 8.08 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 14.2 (the “Indemnified Party”) agrees to shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such section and shall will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 12.02 (the “Indemnified Party”) agrees to give prompt written notice to the party (or parties) against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 10.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 7.2 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice ----- to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”"CLAIM") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 14.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claimclaim for indemnity, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder sought, under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party Party seeking indemnification under Section 6.02 ‎Section 5.02 or Section 6.03 ‎Section 5.03 (the “Indemnified Party”) agrees to give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 9.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 Article 8 or 9 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section or Article and shall will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 this Article IX (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestunder Section 9.2. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except solely to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 10.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party Panty shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced adversely affected the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced adversely affected the Indemnifying Party.

Procedures. (a) The Any party seeking indemnification under Section 6.02 6.04 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) or the need to perform an Environmental Investigation, in each case in respect of which indemnity may be sought hereunder under such Section, and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except unless (and then only to the extent extent) such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 15.2 (the “"Indemnified Party”") agrees to shall give prompt notice in reasonable detail to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claimits claim for indemnity, or including the commencement of any suit, action or proceeding (each, a “Claim”) by any third party in respect of which indemnity may be sought hereunder under such Section ("Third Party Claim"), and shall will provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”"CLAIM") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent (and only to the extent) such failure shall have adversely prejudiced the Indemnifying PartyParty in any material respect.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, claim or the commencement of any suit, action or proceeding (each, a “Claim”) Proceeding in respect of which indemnity may be sought hereunder under Section 11.02 and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified "-Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, claim or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 8.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”"CLAIM") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced in any material respect the Indemnifying Party.

Procedures. (a) A The party seeking indemnification under Section 6.02 or Section 6.03 12.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 7.1 or Section 6.03 7.2 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “ClaimProceeding”) in respect of which indemnity may be sought hereunder under such Sections and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The Other than with respect to an indemnification claim for Taxes (which shall be governed by Article 8), the party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 12.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice to the ----- party against whom indemnity is sought, or, in the case of an indemnity sought by Buyer, to the Principal Stockholder (the “Indemnifying Party”) "INDEMNIFYING PARTY"), of the assertion of any claim, or the commencement of any suit, action or proceeding proceeding, by a third party (each, a “Claim”"THIRD PARTY CLAIM") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 9.2 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (each, a “Claim”) Proceeding in respect of which indemnity may be sought hereunder under Section 11.02 and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (ag) The party seeking indemnification under Section 6.02 or Section 6.03 this ARTICLE 9 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall provide under this ARTICLE 9, stating in reasonable detail the Indemnifying Party such information with respect thereto that nature of the Indemnifying Party may reasonably requestinaccuracy or breach (a “Claim Notice”). The failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall will have materially prejudiced the Indemnifying Party.

Procedures. (a) The party Person seeking indemnification under Section 6.02 or Section 6.03 7.02 (the “Indemnified Party”) agrees to give prompt notice to the party Person against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (eachproceeding, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 13.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under Section 13.02 and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Back to Contents Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 12.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 10.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “"Claim”") in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 12.01 (including by reason of an alleged breach of a covenant contained in Section 7.07 or Section 6.03 7.08) (the “"Indemnified Party”") agrees to shall give prompt notice in reasonable detail to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claimits claim for indemnity, or including the commencement of any suit, action Action or proceeding (each, a “Claim”) Proceeding by any third party in respect of which indemnity may be sought hereunder under such Section ("Third Party Claim"), and shall will provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party Party seeking indemnification under Section 6.02 5.02 or Section 6.03 5.03 (the “Indemnified Party”) agrees to give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Procedures. (a) The party seeking indemnification under Section 6.02 or Section 6.03 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder under such Section and shall will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Party.