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.
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Examples of INDEMNIFICATION BY BUYER in a sentence

  • 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.

  • INDEMNIFICATION 44 SECTION 8.1 DEFINITIONS AND RULES 44 SECTION 8.2 INDEMNIFICATION BY SELLER 44 SECTION 8.3 INDEMNIFICATION BY BUYER 45 SECTION 8.4 NOTICE 45 SECTION 8.5 DEFENSE OF THIRD PARTY ACTIONS 45 SECTION 8.6 MISCELLANEOUS 46 SECTION 8.7 PAYMENT OF INDEMNIFICATION 47 ARTICLE IX.

  • 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.

  • PROVIDED courtesy THE FOREGOING LIMITATION SHALL so APPLY TO CLAIMS AGAINST SELLER FOR INDEMNIFICATION BY BUYER OR ITS INSURANCE CARRIER RESULTING FROM PAYMENTS MADE its THIRD PARTIES WHO SUFFER and TO PERSON only PROPERTY RESULTING FROM ANY DEFECT IN THE EQUIPMENT.

  • The platform has facilitated new ways for H&F brands to develop and maintain interactions with consumers.

  • 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.

Related to INDEMNIFICATION BY BUYER

  • 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 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.