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

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 5.2 or 3.45.3, or any other Section of this Agreement or Agreement, any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within twenty days after becoming aware of such Third Party Claim. Any such notice shall describe the facts constituting the basis for the Third Party Claim and the amount of the claimed Damages in reasonable detail. Notwithstanding the foregoing, the no delay or failure of any Indemnitee or other Person to give the notice as provided in this Section 3.7(a5.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIV, except to the extent that of any damage or liability arising out of such Indemnifying Party is actually prejudiced by such failure to give noticedelay or failure.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII Cellectis Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 4.03 or 3.4Section 4.04, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within 45 days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a4.06(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III4, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII GE Group or the B&W Genworth Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 3.3 5.2, Section 5.3 or 3.4Section 5.4, or any other Section of this Agreement or any Ancillary AgreementTransaction Document, such Indemnitee Indemnified Party shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 3.7(a5.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article IIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII CRG Group or the B&W Fiesta Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Pride Group or the B&W Seahawk Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII Pfizer Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 4.02 or 3.4Section 4.03, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a4.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIIV, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII BMS Group or the B&W MJN Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 5.02 or 3.45.03, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a5.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Forest Group or the B&W Lone Pine Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Third—Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary AgreementArticle III, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 30 days after becoming aware of such Third—Party Claim. Any such notice shall describe the Third Third—Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a3.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII LLC Group or the B&W Corporation Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 5.02 or 3.45.03, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a5.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 15.2 or 3.415.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofwithin 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a15.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIISection 15, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Halliburton Group or the B&W KBR Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary AgreementArticle III, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 9.3.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person Third Party of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.49.1, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) 9.3 shall not relieve the applicable related Indemnifying Party of its obligations under this Article III9, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Noble Group or the B&W Paragon Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being Action, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee any Third Party shall receive notice make any claim or otherwise learn of the assertion by a Person (including commence any Governmental Authority) who is not a member of the MII Group arbitration proceeding or the B&W Group of any claims or of the commencement by any such Person of any Action suit (each such claim claim, proceeding or Action suit being a “Third Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against CoffeeCo or DutchCo under Section 10.2 or against Xxxx Xxx under Section 10.3, such Indemnified Party shall promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice of the Third-Party Claim, give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person Indemnified Party to give provide notice as provided in accordance with this Section 3.7(a10.7(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIX, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give provide notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII MMC Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 4.02 or 3.4Section 4.03, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a4.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIIV, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Parent Group or the B&W Wireless Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 6.2 or 3.46.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party and, if Parent is not the Indemnifying Party, Parent written notice thereofthereof within 20 days after receiving notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a6.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIVI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member Member of the MII Group or the B&W either Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 7.1 or 3.4Section 7.2, or any other Section of this Agreement or any Ancillary Agreementother Dissolution Document (except as otherwise provided therein), such Indemnitee shall promptly give such Indemnifying Party prompt written notice thereof. Any of the assertion of such notice shall describe the Third Party Claim in reasonable detailclaim or commencement of such Action. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a7.4(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIAgreement or any other Dissolution Document, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Parent Group or the B&W Enova Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary AgreementArticle III, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 30 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a3.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII GE Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 3.3 6.2, Section 6.3 or 3.4Section 6.4, or any other Section of this Agreement or any Ancillary AgreementTransaction Document, such Indemnitee Indemnified Party shall promptly give such Indemnifying Party written notice thereofthereof within twenty (20) days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 3.7(a6.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article IIIVI, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 11.2 or 3.411.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofwithin 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a11.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIISection 11, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII CCU Group or the B&W Outdoor Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 3.3 5.2, Section 5.3 or 3.4Section 5.4, or any other Section of this Agreement or any Ancillary AgreementTransaction Document, such Indemnitee Indemnified Party shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 3.7(a5.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article IIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII AT&T Broadband Group or the B&W AT&T Communications Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 5.02 or 3.45.03, or any other Section of this Agreement or any Ancillary AgreementAgreement (except as otherwise provided therein), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof promptly after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a5.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII RWE Group or the B&W AWW Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 3.02 or 3.43.03, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a3.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII NCR Group or the B&W Teradata Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 5.2 or 3.45.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a5.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Parent Group or the B&W Eldercare Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 4.2 or 3.44.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party and, if Parent is not the Indemnifying Party, Parent prompt written notice thereof. Any such thereof which notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoingThe foregoing notwithstanding, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a4.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Plains Group or the B&W Spinco Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 3.2 or 3.43.3, or any other Section section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a3.5(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII Pfizer Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 7.1 or 3.4Section 7.2 (collectively, or any other Section of this Agreement or any Ancillary Agreementa “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within thirty (30) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a7.4(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article III7, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 7.4.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person Third Party of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 Sections 7.1 or 3.47.2, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) 7.4 shall not relieve the applicable related Indemnifying Party of its obligations under this Article III7, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Helix Group or the B&W Cal Dive Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 3.3 5.2, Section 5.3 or 3.4Section 5.4, or any other Section of this Agreement or any Ancillary AgreementTransaction Document, such Indemnitee Indemnified Party shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 3.7(a5.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article IIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII CHK Group or the B&W SSE Group of any claims or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticefailure.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee any Person entitled to indemnification hereunder (“Indemnitee”) shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Halliburton Group or the B&W KBR Group of any claims or of the commencement by any such Person of any Action action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which any party (an “Indemnifying Party Party”) may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary AgreementArticle VIII, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a8.4(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIVIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII Pfizer Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 4.02 or 3.4Section 4.03, or any other Section of this Agreement or any Ancillary Agreement(collectively, a "Third Party Claim"), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a4.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIIV, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise a senior officer of the Indemnitee shall learn of the assertion by a Person (including any Governmental Authority) who is not a member Member of the MII Group or the B&W either Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 6.1 or 3.46.2, or any other Section of this Agreement or any Ancillary AgreementDissolution Document (except as otherwise provided therein), such Indemnitee shall promptly give such Indemnifying Party prompt written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a6.4(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIAgreement or any Dissolution Document, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an any Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person Third Party of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an any Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreementhereunder, such Indemnitee shall promptly give such Indemnifying Party and each Party to this Agreement, written notice thereofthereof as soon as reasonably practicable, but no later than ten (10) Business Days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person Party to give notice as provided in this Section 3.7(a5.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIARTICLE V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 14.4.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person Third Party of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 Sections 14.1 or 3.414.2, or any other Section of this Agreement or any Ancillary Agreement(collectively, a "Third Party Claim"), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) 14.4.1 shall not relieve the applicable related Indemnifying Party of its obligations under this Article III14, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 7.4.1. If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person Third Party of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 Sections 7.1 or 3.47.2, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) 7.4 shall not relieve the applicable related Indemnifying Party of its obligations under this Article III7, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII HeidelbergCement Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 4.02 or 3.4Section 4.03, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a4.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIIV, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Chugai Group or the B&W Gen-Probe Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 4.02 or 3.44.03, or any other Section section of this Agreement or any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a4.06(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 5.2 or 3.45.3, or any other Section of this Agreement or Agreement, any Ancillary Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof within twenty days after becoming aware of such Third Party Claim. Any such notice shall describe the facts constituting the basis for the Third Party Claim and the amount of the claimed Damages in reasonable detail. Notwithstanding the foregoing, the no delay or failure of any Indemnitee or other Person to give the notice as provided in this Section 3.7(a5.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIV, except to the extent that of any damage or liability arising out of such Indemnifying Party is actually prejudiced by such failure to give noticedelay or failure.

Procedures for Indemnification of Third Party Claims. (a) If an any Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person Third Party of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an any Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Agreement or any Ancillary Agreementhereunder, such Indemnitee shall promptly give such Indemnifying Party and each Party to this Agreement, written notice thereofthereof as soon as reasonably practicable, but no later than [ten (10) Business Days] after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person Party to give notice as provided in this Section 3.7(a5.5(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIARTICLE V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) 14.4.1 If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any claims claim or of the commencement by any such Person Third Party of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 Sections 14.1 or 3.414.2, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a) 14.4 shall not relieve the applicable related Indemnifying Party of its obligations under this Article III14, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the MII AT&T Group or the B&W Company Group of any claims claim or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.3 7.02 or 3.4Section 7.03, or any other Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnitee shall promptly give such Indemnifying Party written notice thereofthereof as promptly as practicable (and in any event within thirty (30) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.7(a7.05(a) shall not relieve the applicable related Indemnifying Party of its obligations under this Article IIIVII, except to the extent extent, and only to the extent, that such Indemnifying Party is actually prejudiced by such failure to give notice.