INDEMNIFICATION BY BUYER definition

INDEMNIFICATION BY BUYER. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller’s prior written approval.
Sample 1Sample 2Sample 3

Examples of INDEMNIFICATION BY BUYER in a sentence

  • In its ruling on the attorney fee application, the court sua sponte revisited its ruling and determined it was permitted to award sellers’ attorney fees on all claims.The purchase agreement states in pertinent part: 7.2 INDEMNIFICATION BY BUYER.

  • ANY CLAIM RECEIVED BY OR SUIT INSTITUTED AGAINST SELLER FOR WHICH INDEMNIFICATION BY BUYER IS SOUGHT UNDER THIS ARTICLE 7 SHALL BE REPORTED TO BUYER PROMPTLY IN WRITING.

  • IN NO EVENT SHALL THE TOTAL LIABILITY OF SELLER OR ANY PARENT OR AFFILIATED COMPANY OF SELLER TO BUYER EXCEED THE PRICE PAID FOR THE PARTICULAR EQUIPMENT OR SERVICE(S) AT ISSUE, PROVIDED THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO CLAIMS AGAINST SELLER FOR INDEMNIFICATION BY BUYER OR ITS INSURANCE CARRIER RESULTING FROM PAYMENTS MADE TO THIRD PARTIES WHO SUFFER LOSS TO PERSON OR PROPERTY RESULTING FROM ANY DEFECT IN THE EQUIPMENT.

Related to INDEMNIFICATION BY BUYER

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Seller Indemnitees has the meaning set forth in Section 8.03.