definiens: shall mean a party entitled to indemnification under the terms ofSection 7.10.1 . A condition precedent to each Indemnitee ’s right to seek indemnification under suchSection 7.10.1 is that such Indemnitee shall : ( a ) inform the indemnifying Party under such applicable Section of aLoss as soon as reasonably practicable after it receives notice of the Loss ; ( b ) if the indemnifying Partyacknowledges that such Loss falls within the scope of its indemnification obligations hereunder, permit theindemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or otherdisposition of the Loss ( including the right to settle the claim solely for monetary consideration ) ; provided, thatthe indemnifying Party shall seek the prior written consent ( such consent not to be unreasonably withheld, delayed or conditioned ) of any such Indemnitee as to any settlement which would materially diminish ormaterially adversely affect the scope or duration of any Marks licensed under this Agreement, would require anypayment by such Indemnitee, would require an admission of legal wrongdoing in any way on the part of anIndemnitee, or would effect an amendment of this Agreement ; and ( c ) fully cooperate ( including providing accessto and copies of pertinent 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 Loss