Examples of Buyer Claim in a sentence
If Seller elects to control the defense, it will not compromise or settle the Action or Buyer Claim if (X) the amount to be paid in settlement exceeds the Maximum Indemnity Amount or (Y) the settlement does not include a provision releasing the Buyer Indemnified Party from all liabilities with respect thereto.
Seller shall have the option, and shall notify the Buyer Indemnified Party in writing within 10 Business Days after the date of the Buyer Claim Notice of their election, either: (A) to participate (at the expense of Seller) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by the Buyer Indemnified Party) or (B) to take charge of and control the defense of such Action or Buyer Claim (at the expense of Seller).
If any Buyer Claim or action, or any Omnicell Claim or action is brought or threatened against a Buyer Indemnified Party or an Omnicell Indemnified Party, as applicable, and for which Omnicell or Buyer, as applicable, is required to provide indemnity hereunder (the “Indemnifying Party”), such Buyer Indemnified Party or Omnicell Indemnified Party, as applicable, shall promptly notify Indemnifying Party in writing of such Buyer Claim or Omnicell Claim, as applicable.
Buyer Indemnified Party or Omnicell Indemnified Party, as applicable, shall take all reasonable actions (at the expense of Indemnifying Party) as may be reasonably requested by Indemnifying Party to assist it in the settlement and defense of such Buyer Claim or Omnicell Claim, as applicable.
Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims".