PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party 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, 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.
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Sources: Merger Agreement (O'Gara Group, Inc.), Asset Purchase Agreement (O'Gara Group, Inc.)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 5.(a) Promptly after receipt by an indemnified party under Section 10.2 or Section 10.3 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 partyparty 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 indemnifying party’s 's failure to give such notice.
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PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 5.(a) Promptly after receipt by an indemnified party under Section 4.2 or 4.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying partyparty 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 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.
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