definiens: means a claim asserted by a THIRD PARTY ( in no event to include any AFFILIATE of eith er PARTY ) again st a PARTY or any of its AFFILIATES, or any of their respective directors, officers, s hareholders, representatives, agents, successors, assigns, licensors or employees . In the event a THIRD PARTY CLAIM is asserted or LOSSES are incurred with respect to any matter for which a PARTY or any of its AFFILIATES, or any of their respective directors, officers, shareholde rs, representatives, agents, successors, assigns, l icensors and employees ( the ) is entitled to indemnification hereunder, then the INDEMNIFIED PARTY shall promptly notify in writing the PARTY obligate d to indemnify the INDEMNIFIED PARTY ( the ) thereo f ; provided, however, that no delay on the part of the INDEMNIFIED PARTY in notifying t he INDEMNIFYING PARTY sha ll relieve the INDEMNIFYING PARTY from any obligation hereunder unless ( and then only to the extent that ) the INDEMNIFYING PARTY is prejudiced thereby