Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee, except as provided in [Section 6(c)].

Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding,Claim by reason of (or arising in part out of) an Indemnifiable Event, Indemnitee will,shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve itthe Company from any liability that it may have to Indemnitee, except as provided in [Section 6(7(c)].

Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee will,shall, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but thethereof in a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The omission to so to notify the Company will not relieve itthe Company from any liability that itwhich the Company may have to Indemnitee, exceptthe Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as provided in [Section 6(c)].a result of such omission to so notify.

You will promptly notify the Company in writing after your receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, ifproceeding in respect of which a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but theagreement; provided, however, your omission so to notify the Company willshall not relieve itthe Company from any liability thatwhich it may have to Indemnitee,you under this agreement except and to the extent that the Company establishes by clear and convincing evidence that such omission was materially prejudicial to the Company and shall not relieve the Company from any liability which it may otherwise have to you. You will also provide the Company with such information and cooperation with respect to the proceeding as provided in [Section 6(c)].it may reasonably request.

Notice/Cooperation by Indemnitee. The Indemnitee shall give the Company notice in writing promptly after receipt by Indemnitee of notice of commencement of any Claim, or the threat of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to beClaim, made against the CompanyIndemnitee for which indemnification will or could be sought under this Agreement, notifyAgreement. Notice to the Company shall be directed to the Chief Executive Officer of the commencement thereof; butCompany at the omission so to notifyaddress shown on the signature page of this Agreement (or such other person and/or address as the Company will not relieve it from any liability that it may haveshall designate in writing to Indemnitee, except as provided in [Section 6(c)]the Indemnitee).