An indemnified party’s failure to provide a Claim Notice does not eliminate the indemnifying party’s liability, except that the indemnifying party is not liable for losses directly resulting from delayed notice that materially prejudices the defense of the related third-party claim.

An indemnified party’s failure to provide a Claim Notice under this Section 11.3 does not relieve the indemnifying party of any liability

— Zeroth - XXXXX - Master Services Agreement Template.docx

but in no event shall the indemnifying party be liable for any Losses that result directly from a delay in providing such notice

— Zeroth - XXXXX - Master Services Agreement Template.docx

which delay materially prejudices the defense of the related Third-Party Claim

— Zeroth - XXXXX - Master Services Agreement Template.docx

Claim Notice

— Zeroth - XXXXX - Master Services Agreement Template.docx