Common use of General Indemnification Clause in Contracts

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its [and Buyer’s subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees") ”)] against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Deliverables purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, and Buyer’s affiliates, successors or and assigns and its and their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney legal fees and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's ’s negligence, willful wilful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or assigns and its and their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the TermsTerms or the Quality Clauses. Seller shall not enter into any settlement without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer's parent company, its subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.consent.‌

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Goods purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Purchased Items purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's ’s customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's ’s or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its [and Xxxxx’s subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees") ”)] against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Deliverables purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Xxxxx's parent company, their subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors successors, or assigns assigns, and its their respective owners, directors, officers, shareholders and employees employees, and Buyer's ’s customers (collectively, "Indemnitees"“Indemnities’”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses") ”), arising out of or occurring in connection with the products purchased from Seller or Seller's ’s negligence, willful misconduct misconduct, or breach of the Terms. Seller shall not enter into any settlement without Buyer's ’s or Indemnitee's indemnities’ prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and its Parent, subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's ’s or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify indemnify, and hold harmless Buyer Buyer, its subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees employees, and BuyerXxxxx's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost cost, or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement related to this Order without Buyer's or Indemnitee's prior written consent.consent.‌

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Xxxxx's parent company, their subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with with: (a) the products Goods and Services purchased from Seller Seller; or (b) Seller's negligence, negligence or willful misconduct or breach of the Termsmisconduct. Seller shall not enter into any settlement relating to the matters in this paragraph without Buyer's or IndemniteeXxxxx's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Xxxxx's parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, and Xxxxx's affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Termsthese terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Xxxxx's subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, and Xxxxx’s affiliates, successors or and assigns and its and their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney legal fees and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's ’s negligence, willful wilful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer's parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Xxxxx's subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller Supplier shall defend, indemnify and hold harmless Buyer and Buyer’s parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers Suppliers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods and Services purchased from Seller Supplier or Seller's Supplier’s negligence, willful misconduct or breach of the Termsthese terms. Seller Supplier shall not enter into any settlement or admission of guilt on Buyer’s behalf without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its Endera and Xxxxxx's subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or IndemniteeXxxxxx's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Buyer’s parent company, their subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost cost, or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Buyer's subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Xxxxx's parent company, their subsidiaries, affiliates, successors or and assigns and its all of their respective directors, officers, shareholders shareholders, members, managers and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs (including reasonable attorneys' fees and legal costs), and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Parts purchased from Seller or and arising out of Seller's negligence, willful misconduct or breach of the Termsthis Agreement. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, and Buyer's affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer Purchaser and its subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products goods and/or services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement of any claim without Buyer's or IndemniteePurchaser's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Xxxxx’s subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's ’s customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's ’s or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or assigns assigns, and its their respective directors, officers, shareholders and employees employees, and Buyer's ’s customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's ’s or Indemnitee's ’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer Buyer, its subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders members, and employees and Buyer's ’s customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Goods purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's ’s or Indemnitee's ’s prior written consent.

General Indemnification. Seller Vendor shall defend, indemnify and hold harmless Buyer Buyer, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products goods and/or services purchased from Seller Vendor or SellerVendor's negligence, willful misconduct or breach of the Terms. Seller Vendor shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its and Xxxxx’s subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its BRAWO and BRAWO’s subsidiaries, affiliates, successors or assigns and its their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "“Indemnitees"”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "“Losses"”) arising out of or occurring in connection with the products Products purchased from Seller or Seller's ’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's BRAWO’s prior written consent.

General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.