Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under SECTION 9.02 Section 5.7(b) or 9.03 5.7(c) of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 10.2, or 9.03 Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party indemnified party under SECTION 9.02 Section 12.1, 12.2 or 9.03 12.3 of notice of the commencement of any Proceeding against it, such any indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 11.1 or 9.03 11.2 of notice of the commencement of any Proceeding proceeding ("Proceeding") against itit by a third party, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionSections, give notice to the indemnifying party of the commencement of such claimProceeding, but the failure to notify the indemnifying party will does not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within a reasonable time after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding against itan indemnified party under Section 5.1 or Section 5.2, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that it is fully and finally adjudicated in an appropriate Proceeding, based on evidence and the indemnifying party demonstrates law, that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under SECTION 9.02 Section 10.1(a) or 9.03 Section 10.1(b) of notice of the commencement of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Indemnified Person described in Section 8.2 or 9.03 8.3 of notice of the commencement of any Proceeding against it, including reasonable details as to the basis for such indemnified party claim (to the extent within the Knowledge of the Indemnified Person), such Indemnified Person will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 11.2 or 9.03 11.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claimProceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 11.2 or 9.03 11.3 of notice of the commencement of any Proceeding against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying indemni-fying party of the commencement of such claim, but the failure to notify the indemnifying party will shall not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 12.2, 12.3 or 9.03 12.4, of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 paragraph 6 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionparagraph, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 12.2 or 9.03 12.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 13.2 or 9.03 Section 13.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.9.1 Promptly after receipt by an indemnified party under SECTION 9.02 Section 9.2, 9.3 or 9.03 9.5 of notice of the commencement of any Proceeding against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding against itit by a third party, such indemnified party will, if a claim is to be made against an indemnifying party 50 under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Person under SECTION 9.02 Section 11.2 or 9.03 Section 11.3 of notice of the commencement of any Proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 5.2, 5.4, or 9.03 (to the extent provided in the last sentence of Section 5.3) Section 5.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 in this Article 11 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionarticle, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Article V of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 12.2, or 9.03 12.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 11.2, or 9.03 11.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 9.02, 9.03 or 9.03 9.04 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 2 or 9.03 3 of notice of the commencement of any Proceeding Third Party Claim against it, such indemnified party will, if a claim is to be made against an indemnifying party under such section, give written notice to the indemnifying party of the commencement of such claim, but the Third Party Claim. The failure to notify the indemnifying party party, however, will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding Action against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionthis Agreement, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action Action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 10.2 or 9.03 10.3 of notice of the commencement of any Proceeding a claim against itit (" Claim"), such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claimClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a1) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will shall not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is was actually prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 11.2 or 9.03 11.3, of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claimclaim (notice to the Sellers shall be adequate if given to the Sellers’ Representative), but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party person under SECTION 9.02 or 9.03 Section 13.1 of notice of a claim against it (a "Claim"), the commencement of any Proceeding against it, such indemnified party person will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claimClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyperson, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyindemnified person's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Articles 10.2, or 9.03 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionArticle, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under SECTION 9.02 Section 9.1 or 9.03 9.2 of notice of the commencement of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Article X of notice of the commencement of any Proceeding against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will shall not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 10.2 or 9.03 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Clause 8.2 or 9.03 8.3 of notice of the commencement of any Proceeding action or proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionClause, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 10.2 or 9.03 10.4, of notice of the commencement assertion of any Proceeding against itliability by a third party ("Third Party Claim"), such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give written notice to the indemnifying party of the commencement of such claimThird Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice. This Section 10.8 will not apply to Tax Claims governed by Section 10.2 or 10.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Section 10.2 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an indemnified party under SECTION 9.02 Section 10.2 or 9.03 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Article VII of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionArticle, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 6.2 or 9.03 Section 6.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Indemnified Party of notice of the commencement of any Proceeding against itProceeding, such indemnified party Indemnified Party will, if a claim is to be made against an indemnifying party under such sectionpursuant to this Article IX, give notice to the indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partythe Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 this Agreement of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection 6.2 or 6.3, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 11.2, 11.3 or 9.03 11.4 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an indemnified party under SECTION 9.02 Section 10.2 or 9.03 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Sections 10.2 - 10.6 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 7.2 or 9.03 7.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 1. Promptly after receipt by an indemnified party under SECTION 9.02 Section 8.2 or 9.03 8.3 of notice of the commencement of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 10.2 or 9.03 10.3 of notice of the commencement of any Proceeding against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 11.2, or 9.03 11.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 10.2 or 9.03 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 8.2 or 9.03 8.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent 57 that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Indemnified Party of notice of the commencement of any Proceeding against itProceeding, such indemnified party Indemnified Party will, if a claim is to be made against an indemnifying party under such sectionpursuant to this Article 10, give notice to the indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partythe Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's Indemnified Party’s failure to receive provide such timely notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Section 10.2, 10.4, 10.5 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 7.3.2 or 9.03 7.3.3 of notice of a claim against it (a "Claim"), the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claimClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 12.2 or 9.03 Section 12.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 this Section 6.14 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 11.2 or 9.03 11.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to receive give such notice. Holding Company shall be deemed to have received notice under Section 11.2 of all Proceedings and matters referred to in Part 3.15 of the Disclosure Schedule.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 8.2 or 9.03 8.3 of notice of the commencement of any Proceeding a Third Party Claim against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionthis Article 8, give notice to the indemnifying party of the commencement of such claimThird Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 8.2 or 9.03 8.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION Section 9.02 or 9.03 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 9.2, or 9.03 9.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 11.2 or 9.03 11.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve 14 16 the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 8.3.1 Promptly after receipt by an indemnified party under SECTION 9.02 [Section 8.2 or 9.03 8.3] of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any an indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 of notice of the commencement of any Proceeding proceeding against itan indemnified party under this Article 7, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionparty, give notice to the indemnifying party of the commencement of such claim, but but, subject to the provisions of Section 7.1, the failure to notify the indemnifying party will not relieve the indemnifying party of any liability Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Sections 9.2 or 9.03 9.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such sectionSection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 Section 11.2 or 9.03 Section 11.3 of written notice of the commencement of any Proceeding Action against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party's ’s failure to receive give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under SECTION 9.02 or 9.03 Indemnified Party of notice of the commencement of any Proceeding against itProceeding, such indemnified party Indemnified Party will, if a claim is to be made against an indemnifying party under such sectionpursuant to this Article 10, give notice to the indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partythe Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's Indemnified Party’s failure to receive provide such notice.