Indemnitee shall give the Company 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 Company of its obligations under this Agreement unless and to the extent that ( i ) none of the Company and its subsidiaries are party to or aware of such Proceeding and ( ii ) the Company is materially prejudiced by such failure.