definiens: in this Article 13 means a and/or an ), such Ind emnified Party will : ( i ) inform the indemnifying Party in writing of a Claim as soon as reasonably practicable after suc h Indemnified Party receives notice of such Claim ; ( ii ) permit the indemnifying Party to assume dir ection and control of the defense of the Claim ( inc luding the sole right to settle such Claim at the sole dis cretion of the indemnifying Party, provided that ( a ) such settlement or compromise does not admit any fault o r negligence on the part of the Indemnified Party, or impose any obligation on, or otherwise materially adversel y affect, the Indemnified Party or other Party and ( b ) the indemnifying Party first obtains the written consen t of the Indemnified Party with respect to such set tlement, which consent will not be unreasonably withheld ) ; ( iii ) cooperate as reasonably requested ( at the expense of the indemnifying Party ) in the defense o f the Claim ; and ( iv ) undertake reasonable steps to mitigate any Losses with respect to the Claim