definiens: in this Article 13 means a and/or an ), suchIndemnified Party will:(i ) inform the indemnifying Party in writing of a Claim as soon as reasonably practicable after such Indemnified Party receives notice ofsuch Claim;(ii ) permit the indemnifying Party to assume direction and control of the defense of the Claim ( including the sole right to settle suchClaim at the sole discretion of the indemnifying Party, provided that ( a ) such settlement or compromise does not admit any fault ornegligence on the part of the Indemnified Party, or impose any obligation on, or otherwise materially adversely affect, the Indemnified Partyor other Party and ( b ) the indemnifying Party first obtains the written consent of the Indemnified Party with respect to such settlement, whichconsent will not be unreasonably withheld);(iii ) cooperate as reasonably requested ( at the expense of the indemnifying Party ) in the defense of the Claim ; and(iv ) undertake reasonable steps to mitigate any Losses with respect to the Claim