Common use of Indemnification by Varian Clause in Contracts

Indemnification by Varian. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement or any other Ancillary Agreement, to the fullest extent permitted by Law, Varian shall (and shall cause the other members of its Group to) indemnify, defend and hold harmless Varex, each of the other members of Varex’s Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Varex Indemnitees”), from and against any and all Liabilities of the Varex Indemnitees in connection with any suit, investigation, claim or demand of any Third Party to the extent relating to, arising out of or resulting from (i) any breach of this Agreement by Varian or any member of its Group, or (ii) any gross negligence or willful misconduct of Varian or any member of its Group, or any of their directors, officers, employees or agents, in connection with this Agreement.