In the event any Indemnitee is seeking indemnification under this Article XII, from a Party (the “ Indemnifying Party ”), the other Party shall notify the Indemnifying Part of such Claim with respect to such Indemnitee as soon as reasonably practicable after the Indemnitee receives notices of the Claim. However, an Indemnitee’s delay in providing or failure to provide such notice will not relieve a Party of its indemnification obligations, except (and solely to the extent) it can demonstrate actual prejudice due to the delay or lack of notice.