definiens: means ( i ) in the case of a claim for indemnification by the Buyer, the Seller and ( ii ) i n the case of a claim for indemnification by the Se ller, the Buyer . Such Third Party Claim Notice shall include a description in reasonable detail ( to the extent t hen known by the Indemnified Party ) of ( A ) the facts constitu ting the basis for such third party claim and ( B ) t he amount of the Damages claimed ( the ) . No delay or failure on the part of the Indemnifi ed Party in so notifying the Indemnifying Party shall reliev e the Indemnifying Party of any liability or obliga tion hereunder except to the extent the Indemnifying Par ty is actually prejudiced thereby . Within thirty ( 3 0 ) Business Days after delivery of such Third Party Claim Notic e, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the def ense with counsel reasonably satisfactory to the In demnified Party of any such Third Party Claim seeking ( i ) sol ely monetary damages ( to the extent that, assuming such indemnity claim was meritorious, a substantial majo rity of such monetary damages would reasonably be expected to be borne by the Indemnifying Party ) or ( ii ) injunctive relief that would be reasonably exp ected to be immaterial to the operations or business of the Ind emnified Party and monetary damages ( to the extent that, assuming such indemnity claim was meritorious, a su bstantial majority of such monetary damages would reasonably be expected to be borne by the Indemnify ing Party ) . If the Indemnifying Party does not assu me control of such defense, the Indemnified Party shal l control such defense . The party not controlling s uch defense may participate therein at its own expense ; provide d that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably conclu des, based on advice from counsel, that the Indemni fying Party and the Indemnified Party have conflicting in terests with respect to such action, suit, proceedi ng or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith sh all be considered for purposes of this Agreement ; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one ( 1 ) counsel for the Indem nified Party . The party controlling such defense shall kee p the other party advised of the status of such act ion, suit, proceeding or claim and the defense thereof and sha ll consider recommendations made by the other party with respect thereto . The Indemnified Party shall not ag ree to any settlement of such action, suit, proceed ing or claim without the prior written consent of the Indemnifyi ng Party . The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or clai m that ( x ) does not include a complete release of t he Indemnified Party from all liability with respect t hereto, ( y ) includes any admission by, or finding a dverse to, the Indemnified Party or ( z ) imposes any liability or o bligation on the Indemnified Party, in each case, w ithout the prior written consent of the Indemnified Party