Indemnitee shall give the Corporation notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement; provided that any failure or delay in giving such notice shall not relieve the Corporation of its obligations under this Agreement unless and to the extent that ( i ) the Corporation is a party to or aware of such Proceeding and ( ii ) the Corporation is prejudiced by such failure (and, in that event, only to the proven extent of the amount of such purported prejudice, whether money damages or injunctive relief).