Indemnified Parties definition
Examples of Indemnified Parties in a sentence
The provisions of this Section 6.10 shall survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties.
From and after Closing, other than in the case of fraud, the indemnities provided in this Article 8 shall be the sole and exclusive remedy of the Seller Indemnified Parties or the Purchaser Indemnified Parties, respectively, against a party in respect of a breach of any representation, warranty, covenant or obligation of that party under this Agreement.
With respect to claims by the Buyer Indemnified Parties for Losses pursuant to Section 8.2(a), the Buyer Indemnified Parties shall first seek recovery from the R&W Policy (to the extent available) prior to seeking recovery from Seller.
Moreover, the Indemnifying Party, if a Seller, will not settle, compromise or pay any Third Party Claim without the prior consent of the Purchaser Indemnified Party unless the settlement (A) includes a complete release of the Purchaser Indemnified Parties without payment of any amount by any Purchaser Indemnified Party, and (B) does not include a finding or admission of wrongdoing on the part of any Purchaser Indemnified Party.
If in any suit or proceeding, the Services or any product generated by the Services is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall immediately make every reasonable effort to secure within 60 days for the Indemnified Parties a license authorizing the continued use of the Service or product.