Examples of Vendor Indemnified Parties in a sentence
From and after the Closing Date, and subject to the provisions of this Part 8, the Purchaser agrees to indemnify and hold harmless the Vendor Indemnified Parties from and against any and all Vendor Indemnified Costs.
Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for any ongoing obligations of Vendor.
If there is no scheduled interval, expenses are averaged over the intended coverage period.
No settlement of any such legal proceeding may be made by the Purchaser without the prior written consent of the Vendor, such consent not to be unreasonably withheld, or the settlement includes an unconditional release of the Vendor Indemnified Parties that are subject to such legal proceeding from any liabilities arising from such legal proceeding without any admission of negligence, misconduct, liability or responsibility by such Vendor Indemnified Parties.
The Purchaser shall use reasonable commercial efforts to maintain, and the Vendor and its Representatives shall be allowed reasonable access to, the Books and Records, for a period of seven years from the Closing Date or for such longer period of time as may be required by Applicable Law or in connection with any claim made against the Vendor Indemnified Parties.