Party Seeking Indemnification. (a) If either Party seeks indemnification under the terms of this ARTICLE 8 (the "Indemnified Party") against the other Party (the "Indemnifying Party"), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the third party claim or threatened third party claim it receives notice thereof, shall permit the Indemnifying Party, at the Indemnifying Party's cost and expense, to assume direction and control of the defense of the third party claim, and shall cooperate as requested (at the expense of the Indemnifying Party), in the defense of the claim.
Party Seeking Indemnification. Section 11.4
Party Seeking Indemnification. Any party seeking indemnification ----------------------------- pursuant to this Section (the "Indemnified Party") shall notify the other party or parties from whom such indemnification is sought (the "Indemnifying Party") of the Indemnified Party's assertion of such claim for indemnification, specifying the basis of such claim. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party that evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnified Party related thereto.
