definiens: shall mean a Party entitled to indemnification underthe terms of Section 9.2 or 9.3 . A condition precedent to each Indemnitee ’s right to seek indemnification under suchSection 9.2 or 9.3 is that such Indemnitee shall:(a ) inform the indemnifying Party under such applicable Section of a Liability as soon as reasonably practicableafter it receives notice of the Liability;(b ) if the indemnifying Party acknowledges that such Liability falls within the scope of its indemnificationobligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Liability ( including the right to settle the claim solely for monetary consideration);provided, that the indemnifying Party shall seek the prior written consent ( such consent to not be unreasonably withheld, delayed or conditioned ) of any such Indemnitee as to any settlement that would require any payment by such Indemnitee, would require an admission of legal wrongdoing in any way on the part of an Indemnitee, or would effect an amendment ofthis Termination Agreement ; and(c ) fully cooperate ( including providing access to and copies of pertinent records and making available fortestimony relevant individuals subject to its control ) as reasonably requested by, and at the expense of, the indemnifying Partyin the defense of the Liability