Buyer Indemnified Party. “Buyer Indemnified Party” is defined in Section 8.2(a).
Buyer Indemnified Party. Buyer Indemnified Party" shall have the meaning given in Section 9.2.
Buyer Indemnified Party ss.11.02(a) Buyer Indemnitees................................. ss.9.01(a) Buyer Intellectual Property....................... ss.4.15 Buyer Internal Systems............................
Buyer Indemnified Party. A Buyer Indemnified Party shall provide and shall cause Seller to provide, as applicable, the Seller Representative and counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Seller Representative in the defense or settlement thereof and the Seller Indemnifying Parties shall reimburse the Buyer Indemnified Party for all of the reasonable out of pocket expenses of such Buyer Indemnified Party in connection therewith. Unless and until the Seller Representative elects to defend or if, after commencing or undertaking any such defense, the Seller Representative fails to prosecute or withdraws from such defense, Buyer Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Seller Indemnifying Parties’ expense. Notwithstanding the foregoing, neither the Buyer Indemnified Party, nor the Seller Indemnifying Parties or the Seller Representative, shall make any settlement or compromise of any such claim, assertion, event or proceeding without the consent of the other (which consent may not be unreasonably withheld or delayed). Any settlement or compromise made or caused to be made by the Buyer Indemnified Party or the Seller Indemnifying Parties or the Seller Representative, as the case may be, of any such claim, assertion event, or proceeding shall also be binding upon the Seller Indemnifying Parties and the Seller Representative or the Buyer Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise.
Buyer Indemnified Party. Section 8.1 Base Balance Sheet – Section 2.3(a) Buyer SEC Reports – Section 3.6(a)
Buyer Indemnified Party. 11.2.2. LIABILITY CLAIMS all personal injury or other liability claims which relate to any products sold, services provided, any state of facts existing or any event occurring on or before the Closing Date;
Buyer Indemnified Party. 66 Closing.................................................................... 25
Buyer Indemnified Party. 64 Cap ....................................................................... 66
Buyer Indemnified Party. Buyer Indemnified ----------------------- Parties, Seller Indemnified Party or Seller Indemnified Parties making a claim for indemnification under this Article shall be, for the purposes of this Agreement, referred to as the "Indemnified Party" and the party or parties ----------------- against whom such claims are asserted under this Article shall be, for the purposes of this Agreement, referred to as the "Indemnifying Party." All claims ------------------ by any Indemnified Party under this Article shall be asserted and resolved as follows:
