Common use of Purchaser’s Obligation Clause in Contracts

Purchaser’s Obligation. Xxxxxxxxx agrees to indemnify and hold harmless Producer’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties asserted against or incurred by any of Producer’s Indemnitees that arise out of, relate to or result from: (a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party, arising out of the use by Producer of Purchaser Products or Purchaser Supplied Components in accordance with the Specifications; (b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Purchaser Products or Purchaser Supplied Components; (c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product; (d) any failure of the Purchaser Supplied Components to comply in any material respect with the Specifications therefor; or (e) any material breach by it of its obligations under this Agreement; provided, however, that this Section 10.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.1 above; and provided, further, that clause (c) shall not include the manufacture or storage by or on behalf of Producer of Supplied Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.

Purchaser’s Obligation. Xxxxxxxxx Each Baxter Indemnifying Party (to the extent Purchaser is Baxter or an Affiliate of Baxter) or Baxalta Indemnifying Party (to the extent Purchaser is Baxalta or an Affiliate of Baxalta) agrees to indemnify and hold harmless Producer’s either the Baxter Indemnitees (in the case of a Baxalta Indemnifying Party) or the Baxalta Indemnitees (in the case of a Baxter Indemnifying Party) from and against, and in respect of, any and all Liabilities to Third Parties asserted against or incurred by any of Producer’s the Indemnitees that arise out of, relate to or result from: (a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party, arising out of the use manufacture by Producer of Purchaser Products or Purchaser Supplied Components in accordance with the Specifications; (b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Purchaser Products or Purchaser Supplied ComponentsProducts; (c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product; (d) any failure of the Purchaser Supplied Components to comply in any material respect with the Specifications thereforspecifications therefor as provided in Section 2.7(b); or (e) any material breach by it or any of its Affiliates of its obligations under this Agreement; provided, however, that this Section 10.2 11.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.1 11.1 above; and provided, further, that clause (c) shall not include (i) the development, manufacture, storage, promotion, marketing, distribution, sale or use by or on behalf of Producer of Producer Products or (ii) the manufacture or storage by or on behalf of Producer of Supplied Purchaser Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.

Purchaser’s Obligation. Xxxxxxxxx agrees to indemnify and hold harmless Producer’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties asserted against or incurred by any of Producer’s Indemnitees that arise out of, relate to or result from: (a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party, arising out of the use by Producer of Purchaser Products or Purchaser Supplied Components in accordance with the Specifications; (b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Purchaser Products or Purchaser Supplied Components; (c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product; (d) any failure of the Purchaser Supplied Components to comply in any material respect with the Specifications specifications therefor; or (e) any material breach by it of its obligations under this Agreement; provided, however, that this Section 10.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.1 above; and provided, further, that clause (c) shall not include the manufacture or storage by or on behalf of Producer of Supplied Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.

Purchaser’s Obligation. Xxxxxxxxx Purchaser agrees to indemnify and hold harmless Producer’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties asserted against or incurred by any of Producer’s Indemnitees that arise out of, relate to or result from: (a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party, arising out of the use by Producer of Purchaser Products or Purchaser Supplied Components in accordance with the Specifications; (b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Purchaser Products or Purchaser Supplied Components; (c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product; (d) any failure of the Purchaser Supplied Components to comply in any material respect with the Specifications specifications therefor; or (e) any material breach by it of its obligations under this Agreement; provided, however, that this Section 10.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.1 above; and provided, further, that clause (c) shall not include the manufacture or storage by or on behalf of Producer of Supplied Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.

Purchaser’s Obligation. Xxxxxxxxx Purchaser agrees to indemnify and hold harmless Producer’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties asserted against or incurred by any of Producer’s Indemnitees that arise out of, relate to or result from: (a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party, arising out of the use by Producer of Purchaser Products or Purchaser Supplied Components in accordance with the Specifications; (b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Purchaser Products or Purchaser Supplied Components; (c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product; (d) any failure of the Purchaser Supplied Components to comply in any material respect with the Specifications therefor; or (e) any material breach by it of its obligations under this Agreement; provided, however, that this Section 10.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.1 above; and provided, further, that clause (c) shall not include the manufacture or storage by or on behalf of Producer of Supplied Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.