Vendor Deemed Purchaser's Agent. (a) Insofar as Vendor maintains the Assets and takes actions in relation thereto on Purchaser's behalf pursuant to this ARTICLE 8, Vendor shall be deemed to have been Purchaser's agent hereunder. Purchaser ratifies all actions taken by Vendor or refrained from being taken by Vendor pursuant to this ARTICLE 8 in such capacity during such period, with the intention that all such actions shall be deemed to be Purchaser's actions.
Vendor Deemed Purchaser's Agent. (a) Insofar as Vendor holds or maintains the Assets and takes actions in relation thereto on Purchaser’s behalf pursuant to this ARTICLE 8, Vendor shall be deemed to have been Purchaser’s agent hereunder and to be holding or maintaining such Assets in trust as bare trustee for and on behalf of Purchaser. Purchaser ratifies all actions taken by Vendor or refrained from being taken by Vendor pursuant to this ARTICLE 8 in such capacity during such period, with the intention that all such actions shall be deemed to be Purchaser’s actions.
(b) Insofar as Vendor participates in either operations or the exercise of rights or options as Purchaser’s agent pursuant to this ARTICLE 8, Vendor may require Purchaser to secure costs to be incurred by Vendor on Purchaser’s behalf pursuant to such election in such manner as may be reasonably appropriate in the circumstances.
(c) Purchaser shall indemnify Vendor and its Representatives against all Losses which Vendor or its Representatives may suffer or incur as a result of Vendor holding or maintaining the Assets as Purchaser’s agent pursuant to this ARTICLE 8, insofar as such Losses are not a direct result of the gross negligence or wilful misconduct of Vendor or its Representatives. An action or omission of Vendor or of its Representatives shall not be regarded as gross negligence or wilful misconduct to the extent to which it was done or omitted from being done in accordance with Purchaser’s instructions (including any election deemed pursuant to section 8.3(b)) or concurrence.
