Examples of Seller Indemnity Claim in a sentence
In the event of the occurrence of any event which any party asserts constitutes a Buyer Indemnity Claim or Seller Indemnity Claim, as applicable, the indemnified party shall provide the indemnifying party with prompt notice of such event, including, without limitation, any facts and circumstances which give rise to such claim, and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.
For purposes of this Agreement, the term "Seller Indemnity Claim" shall mean any Loss arising out of, based upon or resulting from (i) any breach of any representation and warranty of Buyer which is contained in this Agreement or any certificate or other instrument or document delivered pursuant hereto, or (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyer contained in or made pursuant to the terms and conditions of this Agreement.
Buyer agrees to defend, contest or otherwise protect the Seller Indemnitee against any Seller Indemnity Claim or Proceeding at Buyer’s sole cost and expense.
In the event of the occurrence of any event which any party asserts constitutes a Buyer Indemnity Claim or Seller Indemnity Claim, as applicable, the * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.