definiens: means ( i ) in the case of a claim for indem nification by the Buyer ( or any other Buyer Indemnified Party ), the Seller, and ( ii ) in the case of a claim for indemnification by the Seller ( or any other Seller Indemnified Party ), the Buyer . Such Third Party Cla i m Notice shall include a description in reasonable detail ( t o the extent then known by the Indemnified Party ) o f ( A ) the facts constituting the basis for such Third Party C laim and ( B ) the amount of the Damages claimed ( the ) . No delay or failure on the pa rt of the Indemnified Party in so notifying the Ind emnifying Party shall relieve the Indemnifying Party of any l iability or obligation hereunder except to the exte nt the Indemnifying Party is actually prejudiced thereby . Within [ * * ] after receipt of such Third Party Claim Notice, the Indemnifying Party may, upon written notice the reof to the Indemnified Party, assume control of th e defense 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 ; provided that prior to the assumption of th e defense of any Third Party Claim, the Indemnifying Party sh all provide a written undertaking confirming that a s between the Indemnified Party and the Indemnifying Party, a ssuming the facts alleged in such Third Party Claim are true, that it would have been an indemnity obligation for Damages resulting from such Third Party Claim ( sub ject to the limitations set forth herein ) . If the Indemnify ing Party does not assume control of such defense, the Indemnified Party shall control such defense . The p arty not controlling such defense may participate t herein at its own expense ; provided that if the Indemnifying Party assumes control of such defense and the Indem nified 52 Party reasonably concludes, based on advice from ou tside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with r espect to such action, suit, proceeding or claim, t he reasonable fees and expenses of counsel to the Indemnified Par ty solely in connection therewith shall be consider ed for purposes of this Agreement ; provided, however, that in no event shall the Indemnifying P arty be responsible for the fees and expenses of more than one ( 1 ) counsel for the Indemnified Party . The part y controlling such defense shall keep the other party reasonably advised of the status of such action, s uit, proceeding or claim and the defense thereof . The In demnified Party shall not agree to any settlement o f such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party . The Ind emnifying Party shall not agree to any settlement of such act ion, suit, proceeding or claim that ( x ) does not in clude a complete release of the Indemnified Party from all liability with respect thereto, ( y ) includes any ad mission by, or finding adverse to, the Indemnified Party or ( z ) imposes any liability or obligation on the Indemni fied Party, in each case, without the prior written consent of the Indemnified Party ( not to be unreasonably withh eld, conditioned or delayed )