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 - 21 - Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the de fense with counsel reasonably satisfactory to the Indemni fied Party of any such Third Party Claim seeking ( i ) solely monetary damages or ( ii ) injunctive relief that wou ld be reasonably expected to be immaterial to the o perations or business of the Indemnified Party and monetary d amages . If the Indemnifying Party does not assume c ontrol of such defense, the Indemnified Party shall contro l such defense . The party not controlling such defe nse may participate therein at its own expense ; provided th at if the Indemnifying Party assumes control of suc h defense and the Indemnified Party reasonably concludes, bas ed on advice from counsel, that the Indemnifying Pa rty and the Indemnified Party have conflicting interests wi th respect to such action, suit, proceeding or clai m, the reasonable fees and expenses of counsel to the Inde mnified Party solely in connection therewith shall 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