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 10.2 or 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 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 Indemnified Party’s failure to give such notice.

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

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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 11.2, 11.3, or Section 10.3 11.4 of notice of the commencement of any Proceeding against it, such Indemnified Party indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Partyindemnifying party’s failure to give such notice.

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

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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 7.2 or Section 10.3 7.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Person under such Section, give notice to the Indemnifying Party Person of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within thirty days after receipt by an Indemnified Party under Section 10.2 or Section 10.3 indemnified party of notice of the commencement of any Proceeding proceeding against itit to which the indemnification in this Section 9 relates, such Indemnified Party willindemnified party shall, if a claim is to be made against an Indemnifying Party indemnifying party under such SectionSection 9, give notice to the Indemnifying Party indemnifying party of the commencement of such claimproceeding, but the failure to so notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action proceeding is materially prejudiced by the Indemnified Party’s indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 9.2 or Section 10.3 9.3, of notice of the commencement of any Proceeding against it, such Indemnified Party indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party a party indemnified under Section 10.2 8.1, 8.2 or Section 10.3 8.3 of notice of the commencement of any Proceeding against it, such Indemnified Party by a Third Party, any indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give written notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Partyindemnified party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 9.2 or Section 10.3 9.3 of a notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim for Damages ("CLAIM") is to be made against an any 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 Indemnified Indemnifying Party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 9.2 or Section 10.3 9.3, of notice of the commencement of any Proceeding against it, such Indemnified Party indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 any indemnified party of written notice of the commencement of any Proceeding against it, such Indemnified Party indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such SectionSection 10.2, give prompt written notice prior to the Indemnifying Party expiration of the Survival Period to the indemnifying party of the commencement of such claim, but the failure to promptly notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partysuch indemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Partysuch indemnified party’s failure to give such noticeprompt notice or where such notice is given after the expiration of the Survival Period.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 10.1 of notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim is to be made against an Indemnifying a Party under such SectionSection (such Party being referred to herein as the “Indemnifying Party”), 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 Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 8.2 or Section 10.3 8.3 of notice of the commencement of any Proceeding proceeding against itit (a "Proceeding"), such Indemnified Party indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Party indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but subject to Schedule 1 hereof the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.4.1. Promptly after receipt by an Indemnified Party Person under Section 10.2 9.2 or Section 10.3 9.3 of notice of the commencement of any Proceeding claim (a “Proceeding”) against it, such Indemnified Party willPerson shall, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionsection, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice.

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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 11.1 of notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim is to be made against an Indemnifying a Party under such SectionSection (such Party being referred to herein as the “Indemnifying Party”), 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 Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Indemnitee under Section 10.2 or Section 10.3 7.01 and 7.03, of notice of the commencement of any Proceeding proceeding against itit by a third party, such Indemnified Party Indemnitee will, if a claim is to be made against an Indemnifying Party or indemnification under any such Section, give notice to the Indemnifying Party indemnifying party (the "Indemnitor") of the commencement of such claim, but the failure to notify the Indemnifying Party Indemnitor will not relieve the Indemnifying Party Indemnitor of any liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party Indemnitor demonstrates that the defense of such action is has been prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.5.1 Promptly after receipt by an Indemnified Party under Section 10.2 or 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 Section, give notice to the Indemnifying Party of the commencement of such claimProceeding and the claim for indemnity, 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 Indemnified Indemnifying Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 9.2 or Section 10.3 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 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 Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 6.1 or Section 10.3 6.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party under such Section, give notice to the Indemnifying Party of the commencement of such claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a1) Promptly after receipt by an indemnified party (an "Indemnified Party Party") under Section 10.2 9.1 or Section 10.3 9.2 of a notice of the commencement of any Proceeding proceeding against it, such the Indemnified Party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party (an "Indemnifying Party") of the commencement of such claim, but the . 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 defence of such action is prejudiced by the Indemnified Party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 7.2 or Section 10.3 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 indemnifying party under such Section, give written notice to the Indemnifying Party indemnifying party of the commencement of such claimProceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Partyindemnifying party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 5.1 or Section 10.3 5.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 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 Indemnified Indemnifying Party’s failure to give such written notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 or Section 10.3 this ARTICLE VIII of notice of the commencement of any Proceeding proceeding against itit by a third party, such Indemnified Party indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionthis ARTICLE VIII, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Partyindemnified party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or 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 10.2 or Section 10.3, as the case may be, 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 Indemnified Party’s failure to give such notice.

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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within ten days after receipt by a party asserting an indemnity claim (an “Indemnified Party under Section 10.2 or Section 10.3 Party”) of notice of the commencement of any Proceeding against it, such Indemnified Party party will, if a claim is to be made against a party providing indemnification (an “Indemnifying Party Party”) under such this 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 Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a1) Promptly after receipt by an indemnified party (an “Indemnified Party Party”) under Section 10.2 9.1 or Section 10.3 9.2 of a notice of the commencement of any Proceeding proceeding against itthe Indemnified Party, such the Indemnified Party will, if a claim is to be made against an Indemnifying Party indemnifying party under such SectionSection 9.1 or Section 9.2 (an “Indemnifying Party”), give notice to the Indemnifying Party of the commencement of such claim, but the . The failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it the Indemnifying Party 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 Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a1) Promptly after receipt by an indemnified party (an “Indemnified Party Party”) under Section 10.2 8.1 or Section 10.3 8.3 of a notice of the commencement of any Proceeding proceeding against itit by a third party, such the Indemnified Party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party (an “Indemnifying Party”) of the commencement of such claim, but the . 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 Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or 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 indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim in connection therewith is to be made against an Indemnifying Party under such SectionSection 10.2 or Section 10.3 hereof, as the case may be, give notice (in addition to the notice required by Section 10.4 hereof) 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 Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itProceeding, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party pursuant to this Article 10, give notice (a “Claims Notice”) to the Indemnifying Party indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any the Indemnified Party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such provide timely notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within ten days after receipt by a party asserting an Indemnified Party under Section 10.2 or Section 10.3 indemnity claim of notice of the commencement of any Proceeding against it, such Indemnified Party party will, if a claim is to be made against an Indemnifying Party under such this 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 Indemnified Party’s failure to give such notice.

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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 9.05 or Section 10.3 9.06 of notice of the making of any claim or 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 Section, give notice to the Indemnifying Party of the commencement of such claimclaim or 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 Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice.