definiens: means a party entitled to indemnitication under the terms of Section 12.1, l2.2 or 12.3(b ) . It shall be a condition precedent to an Indemnitee 's right to seek indemnification under such Section 12.1, 12.2 or 12.3(b ) that the Indemnitee : ( a ) informs the indemnifying Party of a Claim as soon as reasonably practicable after it receives notice of the Claim ; ( b ) if the indemnifying Party acknowledges that such Claim falls within the scope of its indemnitication obligations hereunder, permits the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Claim ( including the right to settle the Claim solely for monetary consideration ) ; provided, however, that the indemnifying Party shall seek the prior written consent ( not to be unreasonably withheld or delayed ) of any such Indemnitee as to any settlement which 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 of this Agreement ; and ( c ) fully cooperates ( including providing access to 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 Claim . Provided that an Indemnitee has complied with the foregoing, the indemnifying Party shall provide attorneys reasonably acceptable to the Indemnitee to defend against any such Claim . Subject to the foregoing, an Indemnitee may participate in any proceedings involving such Claim using attorneys of its / his / her choice and at itslhis / her expense