definiens: means ( i ) in the case of a claimfor indemniﬁcation by the Buyer, the Seller and ( ii ) in the case of a claim for indemniﬁcation by the Seller, the Buyer . Such Third Party Claim Notice shallinclude a description in reasonable detail ( to the extent then known by the Indemniﬁed Party ) of ( A ) the facts constituting the basis for such third partyclaim and ( B ) the amount of the Damages claimed ( the ) . No delay or failure on the part of the Indemniﬁed Party in sonotifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party isactually prejudiced thereby . Within thirty ( 30 ) Business Days after delivery of such Third Party Claim Notice, the Indemnifying Party may, upon writtennotice thereof to the Indemniﬁed Party, assume control of the defense with counsel reasonably satisfactory to the Indemniﬁed Party of any such ThirdParty Claim seeking ( i ) solely monetary damages or ( ii ) injunctive relief that would be reasonably expected to be immaterial to the operations or businessof the Indemniﬁed Party and monetary damages . If the Indemnifying Party does not assume control of such defense, the Indemniﬁed Party shall controlsuch defense . The party not controlling such defense may participate therein at its own expense ; provided that if the Indemnifying Party assumes controlof such defense and the Indemniﬁed Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemniﬁed Partyhave conﬂicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemniﬁed Partysolely in connection therewith shall be considered for purposes of this Agreement ; provided, however, that in no event shall the IndemnifyingParty be responsible for the fees and expenses of more than one ( 1 ) counsel for the Indemniﬁed Party . The party controlling such defense shall keep theother party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the otherparty with respect thereto . The Indemniﬁed Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior writtenconsent of the Indemnifying Party . The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that ( x ) does notinclude a complete release of the Indemniﬁed Party from all liability with respect thereto, ( y ) includes any admission by, or ﬁnding adverse to, theIndemniﬁed Party or ( z ) imposes any liability or obligation on the Indemniﬁed Party, in each case, without the prior written consent of the IndemniﬁedParty