definiens: will mean a Party entitl ed to rights under the terms of Sections 19.1 or 19.2 . As conditions precedent to each Indemnitee ’s right to seek indemnification, holding harmless or defense under such Sections 19.1 or 19.2 is that such Indemnitee shall : ( a ) inform the indemni fying Party under such applicable Section 19.1 or Section 19.2 of a Claim as soon as reasonably practicable after it receives notice of the Claim ; ( b ) if the indemnifying Party acknowledges that such Claim falls within the scope of its obligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Claim ( including the right to settle the claim solely for monetary consideration ) ; on the condition that the indemnifying Party will seek the prior written consent ( such consent not to be unreasonably withheld, delayed or conditioned ) of any such Indemnitee as to any settlement ; and ( c ) fully cooperate ( including providing access to and copies of pertine nt records and making available for testimony relevant individuals subject to its control ) as reasonably requested by, and at the expense of, the indemnifying Party in the defense of the Claim