Indemnitee shall promptly give the Company notice in writing of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the General Counsel of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee); provided, however, that the failure to promptly give the Company notice in writing shall not relieve it from any liability that it may have under this Agreement, except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In addition, Indemnitee shall reasonably cooperate with the Company and shall give the Company such information as it may reasonably require.