An indemnified party’s failure to provide a Claim Notice under Section 11.3 does not eliminate the indemnifying party’s underlying liability, except that the indemnifying party is not liable for Losses directly caused by a delayed notice when the delay materially prejudices the defense of the Third-Party Claim.

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

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that the indemnifying party may have to the indemnified party

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

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

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