Common use of Warranties Indemnification Clause in Contracts

Warranties Indemnification. (a) EACH RESPONSIBLE PARTY WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, EACH RESPONSIBLE PARTY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER MATTER WITH RESPECT TO ANY TRANSITION SERVICE OR THE PERFORMANCE THEREOF. (b) Subject to the limitations set forth in Section 13, Holding Company agrees to defend, indemnify and hold harmless Cargill and its affiliates and their respective directors, officers, employees and agents (collectively, “DOEAs”) from and against any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or injuries (including costs of defense and investigation) (collectively “Damages”) incurred by Cargill, its affiliates or their respective DOEAs caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Holding Company’s access to and on Cargill’s property and (iii) Holding Company’s operation of its business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (c) Subject to the limitations set forth in Section 13, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates and their respective DOEAs from and against any and all Damages incurred by Receiving Party, its affiliates or their respective DOEAs caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Cargill’s access to and on the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (d) Notwithstanding anything to the contrary contained herein, to the extent that a Responsible Party utilizes third parties to provide Services hereunder, the Responsible Party shall not have any liability to the Receiving Party, its affiliates or their respective DOEAs for the acts and omissions of such third party suppliers; provided, however, if a Receiving Party, any of its affiliates or any of their respective DOEAs suffer damages, due to an act or omission of a third party supplier which gives rise to a claim against the third party supplier pursuant to the applicable agreement, the Responsible Party will present a claim to the third party supplier on behalf of the Receiving Party to the extent permitted under the Receiving Party’s agreement with the third party supplier and will pursue the claim in the same manner that Responsible Party would pursue a claim with respect to its other businesses, and any recovery shall be remitted to the affected indemnitee(s). (e) The provisions of this Section 12 shall survive the termination of this Agreement.

Warranties Indemnification. 11.1 Sanquin hereby represents and wa1rnnts that (a) EACH RESPONSIBLE PARTY WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITHit has the power and authority to grant the licenses and rights provided for herein to Gemini, AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. and that it has not earlier granted, or assumed any obligation to grant, any rights in the Sanquin Intellectual Property to any third party that would conflict with the rights granted to Gemini herein; and (b) this Agreement constitutes the legal, valid and binding obligation of Sanquin, enforceable against Sanquin in accordance with its terms. 11.2 EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THE PRECEDING SENTENCETHIS AGREEMENT, EACH RESPONSIBLE PARTY SANQUIN MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVERWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE RESEARCH PROGRAM, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AP ARTICULAR PURPOSE OF THIRD PARTY THE RESEARCH PROGRAM OR ANY SANQUIN INTELLECTUAL PROPERTY RIGHTS OR RESEARCH RESULTS OR THAT USE OF THE SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. 11.3 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITNE OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER MATTER WITH RESPECT TO PERSON, INCLUDING DAMAGES SUFFERED BY THE OTHER PARTY OR ANY TRANSITION SERVICE OTHER ECONOMIC LOSSES (INCLUDING LOST PROFITS), RESULTING FROM THE RESEARCH PROGRAM OR THE PERFORMANCE THEREOFUSE OF ANY SANQUIN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. (b) Subject to the limitations set forth in Section 13, Holding Company agrees to 11.4 Gemini will defend, indemnify and hold harmless Cargill Sanquin and its affiliates and their respective directorsany of Sanquin’s faculty, students, employees, trustees, officers, employees Affiliates and agents (collectively, hereinafter referred to collectively as the “DOEAsIndemnified Persons”) from and against any and all claimsliability, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties costs or injuries expenses (including costs of defense and investigation) (collectively “Damages”) incurred by Cargillattorneys’ fees), its affiliates which the Indemnified Persons may hereafter incur, or their respective DOEAs caused by be required to pay, in connection with any third party claims or lawsuits to the extent resulting from (ia) Gemini’s use of the results of Research Program or any Sanquin Intellectual Prope1iy or (b) any breach of this Agreement by Gemini or (c) any gross negligence or intentional misconduct of Gemini, its performance employees, Affiliates, contractors, licensees, sublicensees or transferees or agents as determined by a court of law of competent jurisdiction in a final opinion from which no appeal has or failure to perform its obligations hereunder; (ii) Holding Company’s access to and on Cargill’s property and (iii) Holding Company’s operation of its businessmay be taken; provided, however, the foregoing indemnity shall that Gemini will not apply to have any such Damages responsibility hereunder for liability, claims, lawsuits, losses, damages, costs or expenses (including attorneys’ fees) to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting based on the gross negligence or willful misconductintentional misconduct of the Indemnified Persons as determined by a court oflaw of competent jurisdiction in a final opinion from which no appeal has or may be taken. This indemnity includes, but is not limited to, (a) any injury to Sanquin will notify Gemini upon learning of the Sanquin or death threatened Sanquin of any persons or damage to or loss or destruction of any propertysuch liability, (b) any contamination of or injury or damage to or adverse effect upon personsclaims, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claimslawsuits, losses, liabilitiesdamages, damages costs and expenses. (c) Subject , and Sanquin will cooperate with Gemini in every proper way in the defense or settlement thereof at Gemini’s request and expense. Gemini will be entitled to the limitations set forth in Section 13, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates and their respective DOEAs from and against control any and all Damages incurred by Receiving Party, its affiliates litigation or their respective DOEAs caused by potential litigation involving any such defense or resulting from (i) its performance of settlement. Gemini will not dispose or failure to perform its obligations hereunder; (ii) Cargill’s access to and settle any claim admitting liability on the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (d) Notwithstanding anything to the contrary contained herein, to the extent that a Responsible Party utilizes third parties to provide Services hereunder, the Responsible Party shall not have any liability to the Receiving Party, its affiliates or their respective DOEAs for the acts and omissions of such third party suppliers; provided, however, if a Receiving Party, any of its affiliates or any of their respective DOEAs suffer damages, due to an act or omission of a third party supplier which gives rise to a claim against the third party supplier pursuant to the applicable agreement, the Responsible Party will present a claim to the third party supplier on behalf part of the Receiving Party Sanquin without Sanquin’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless the extent permitted under settlement involves only the Receiving Party’s agreement with the third party supplier and will pursue the claim in the same manner that Responsible Party would pursue a claim with respect to its other businesses, and any recovery shall be remitted to the affected indemnitee(s)payment of money. (e) The provisions of this Section 12 shall survive the termination of this Agreement.

Warranties Indemnification. (a) EACH RESPONSIBLE PARTY X. XXXXXXX WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, EACH RESPONSIBLE PARTY CARGILL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RIGHTS, OR ANY OTHER MATTER WITH RESPECT TO ANY TRANSITION SERVICE OR THE PERFORMANCE THEREOF. (b) B. NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION IN ANY MANNER WITH RESPECT TO ANY GOODS AND/OR SERVICES PROCURED BY A PARTICIPATING AFFILIATE UNDER A MASTER AGREEMENT ENTERED INTO WITH ANY THIRD PARTY, EACH PARTY ACKNOWLEDGING THAT IT SHALL HAVE RECOURSE SOLELY TO THE APPLICABLE THIRD PARTY SUPPLIER OF SUCH PRODUCT OR SERVICE. Should a Participating Affiliate under a Master Agreement need the assistance of the party in privity of contract under a Master Agreement, the contract party shall cooperate with the Participating Affiliate in preserving the Participating Affiliate’s rights under the Master Agreement so long as it is at the sole cost and expense of the Participating Affiliate. C. Subject to the limitations set forth in Section 1310 herein, Holding Company Mosaic agrees to defend, indemnify and hold harmless Cargill and its affiliates Affiliates and their respective directors, officers, employees and agents (collectively, “DOEAs”) from and against any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or injuries (including costs of defense and investigation) (collectively “Damages”) incurred by Cargill, its affiliates Affiliates or their respective DOEAs caused by or resulting from (i) its in the performance of the Services hereunder or failure to perform its obligations hereunder; (ii) Holding Company’s access to and on Cargill’s property and (iii) Holding Company’s operation of its businessfor any breach by Mosaic as a Participating Affiliate under any Cargill Master Agreements; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates Affiliates or their respective DOEAs constituting gross negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (c) D. Subject to the limitations set forth in Section 1310 herein, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates Affiliates and their respective DOEAs from and against any and all Damages incurred by Receiving PartyMosaic, its affiliates Affiliates or their respective DOEAs caused by or resulting from (i) its performance arising out of or failure to perform its obligations hereunder; (ii) Cargill’s access to and on in connection with the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting gross negligence or willful misconductmisconduct by any Service Provider during the performance of Services hereunder or for any breach by Cargill as a Participating Affiliate under any Mosaic Master Agreements. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (d) E. Notwithstanding anything to the contrary contained herein, to the extent that a Responsible Party Cargill utilizes third parties to provide Services hereunder, the Responsible Party Cargill shall not have any liability to the Receiving Party, its affiliates Mosaic or their respective DOEAs for the acts and omissions of such third party suppliersThird Party Suppliers (as hereafter defined); provided, however, if a Receiving PartyMosaic, any of its affiliates Affiliates or any of their respective DOEAs suffer damagesDamages, due to an act or omission of a third party supplier Third Party Supplier which gives rise to a claim against the third party supplier Third Party Supplier pursuant to the applicable agreement, the Responsible Party Cargill will present a claim to the third party supplier Third Party Supplier on behalf of the Receiving Party Mosaic to the extent permitted under the Receiving PartyCargill’s agreement with the third party supplier Third Party Supplier and will pursue the claim in the same manner that Responsible Party Cargill would pursue a claim with respect to its other businesses, and any recovery shall be remitted to the affected indemnitee(s). (e) F. The provisions of this Section 12 9 shall survive the termination of this Agreement.

Warranties Indemnification. (a) EACH RESPONSIBLE PARTY WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, EACH RESPONSIBLE PARTY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RIGHTS, OR ANY OTHER MATTER WITH RESPECT TO ANY TRANSITION SERVICE OR THE PERFORMANCE THEREOF. (b) Subject to the limitations set forth in Section 1315, Holding Company agrees to defend, indemnify and hold harmless Cargill and its affiliates and their respective directors, officers, employees and agents (collectively, “DOEAs”) from and against any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or injuries (including costs of defense and investigationinvestigation and reasonable attorneys’ fees) (collectively “Damages”) incurred by Cargill, its affiliates or their respective DOEAs to the extent caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Holding Company’s access to and on Cargill’s property and (iii) Holding Company’s operation of its business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environmentenvironment (whether or not the indemnifying party is the actual permit holder), and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (c) Subject to the limitations set forth in Section 1315, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates and their respective DOEAs from and against any and all Damages incurred by Receiving Party, its affiliates or their respective DOEAs to the extent caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Cargill’s access to and on the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA businessCAH and Salt businesses; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of CargillHolding Company, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environmentenvironment (whether or not the indemnifying party is the actual permit holder), and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (d) Notwithstanding anything to the contrary contained herein, to the extent that a Responsible Party utilizes third parties to provide Services hereunder, the Responsible Party shall not have any liability to the Receiving Party, its affiliates or their respective DOEAs for the acts and omissions of such third party suppliers; provided, however, if a Receiving Party, any of its affiliates or any of their respective DOEAs suffer damages, due to an act or omission of a third party supplier which gives rise to a claim against the third party supplier pursuant to the applicable agreement, the Responsible Party will present a claim to the third party supplier on behalf of the Receiving Party to the extent permitted under the Receiving Party’s agreement with the third party supplier and will pursue the claim in the same manner that Responsible Party would pursue a claim with respect to its other businesses, and any recovery shall be remitted to the affected indemnitee(s). (e) The provisions of this Section 12 14 shall survive the termination of this Agreement.

Warranties Indemnification. (a) EACH RESPONSIBLE PARTY X. XXXXXXX WARRANTS THAT THE TRANSITION SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, EACH RESPONSIBLE PARTY CARGILL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RIGHTS, OR ANY OTHER MATTER WITH RESPECT TO ANY TRANSITION SERVICE OR THE PERFORMANCE THEREOF. (b) B. NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION IN ANY MANNER WITH RESPECT TO ANY GOODS AND/OR SERVICES PROCURED BY A PARTICIPATING AFFILIATE UNDER A MASTER AGREEMENT ENTERED INTO WITH ANY THIRD PARTY, EACH PARTY ACKNOWLEDGING THAT IT SHALL HAVE RECOURSE SOLELY TO THE APPLICABLE THIRD PARTY SUPPLIER OF SUCH PRODUCT OR SERVICE. Should a Participating Affiliate under a Master Agreement need the assistance of the party in privity of contract under a Master Agreement, the contract party shall cooperate with the Participating Affiliate in preserving the Participating Affiliate’s rights under the Master Agreement so long as it is at the sole cost and expense of the Participating Affiliate. C. Subject to the limitations set forth in Section 1310 herein, Holding Company Mosaic agrees to defend, indemnify and hold harmless Cargill and its affiliates Affiliates and their respective directors, officers, employees and agents (collectively, “DOEAs”) from and against any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or injuries (including costs of defense and investigation) (collectively “Damages”) incurred by Cargill, its affiliates Affiliates or their respective DOEAs caused by or resulting from (i) its in the performance of the Transition Services hereunder or failure to perform its obligations hereunder; (ii) Holding Company’s access to and on Cargill’s property and (iii) Holding Company’s operation of its businessfor any breach by Mosaic as a Participating Affiliate under any Cargill Master Agreements; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates Affiliates or their respective DOEAs constituting gross negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (c) D. Subject to the limitations set forth in Section 1310 herein, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates Affiliates and their respective DOEAs from and against any and all Damages incurred by Receiving PartyMosaic, its affiliates Affiliates or their respective DOEAs caused by or resulting from (i) its performance arising out of or failure to perform its obligations hereunder; (ii) Cargill’s access to and on in connection with the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting gross negligence or willful misconductmisconduct by any Service Provider during the performance of Transition Services hereunder or for any breach by Cargill as a Participating Affiliate under any Mosaic Master Agreements. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (d) E. Notwithstanding anything to the contrary contained herein, to the extent that a Responsible Party Cargill utilizes third parties to provide Transition Services hereunder, the Responsible Party Cargill shall not have any liability to the Receiving Party, its affiliates Mosaic or their respective DOEAs for the acts and omissions of such third party suppliersThird Party Suppliers (as hereafter defined); provided, however, if a Receiving PartyMosaic, any of its affiliates Affiliates or any of their respective DOEAs suffer damagesDamages, due to an act or omission of a third party supplier Third Party Supplier which gives rise to a claim against the third party supplier Third Party Supplier pursuant to the applicable agreement, the Responsible Party Cargill will present a claim to the third party supplier Third Party Supplier on behalf of the Receiving Party Mosaic to the extent permitted under the Receiving PartyCargill’s agreement with the third party supplier Third Party Supplier and will pursue the claim in the same manner that Responsible Party Cargill would pursue a claim with respect to its other businesses, and any recovery shall be remitted to the affected indemnitee(s). (e) F. The provisions of this Section 12 9 shall survive the termination of this Agreement.

Warranties Indemnification. (a) EACH RESPONSIBLE PARTY WARRANTS THAT The Website will conform to the specifications set forth in Section I in all material respects during the Term, and after commercially reasonable diligence, the Company has no knowledge that the content on such Website constitutes an infringement of the intellectual property rights of any third party. OTHER THAN THIS LIMITED WARRANTY, THE SERVICES WEBSITE AS DEVELOPED AND OPERATED HEREUNDER IS PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT “AS SET FORTH IN THE PRECEDING SENTENCE, EACH RESPONSIBLE PARTY MAKES NO REPRESENTATIONS OR WARRANTIES IS,” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO GUARANTEED UPTIME OR SERVICE RESPONSE. THE COMPANY, FOR ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER MATTER PURPOSE WITH RESPECT TO ANY TRANSITION SERVICE THE WEBSITE OR THE PERFORMANCE THEREOF. (b) Subject SERVICES PROVIDED THEREUNDER. The Institution's sole and exclusive remedy, and the Company’s entire liability for breach of such limited warranty, will be the Company’s reasonable attempts to correct the limitations set forth in Section 13warranted nonconformity. The Institution will indemnify, Holding Company agrees to defend, indemnify defend and hold harmless Cargill the Company and its affiliates and their respective directors, officers, affiliates, agents and employees and agents (collectively, “DOEAs”) from and against any and all claims, losses, claims or proceedings including damages, liabilities, actions, suits, proceedings, judgments, ordersassessments, investigation costs, settlement costs, legal fees and expenses, fines, penalties or injuries penalties, arbitration awards, other liabilities, costs, fees and expenses (including costs of defense and investigation) (collectively collectively, the “DamagesLosses”) incurred by Cargill, its affiliates related to or their respective DOEAs caused by or resulting from arising out of (i) any oral or written information provided by the Institution to the Company or its performance agents for use on or in connection with this Agreement and the Website, or (ii) any breach by the Institution of any representation, covenant or failure agreement by it in this Agreement. The Company will indemnify, defend and hold harmless the Institution and its directors, officers, affiliates, agents and employees from and against all Losses related to perform its obligations hereunderor arising out of (i) any breach by the Company of the limited warranty set forth in this Section VII; (ii) Holding Company’s access for any third party claim against Institution alleging infringement with respect to and on Cargill’s property and the Website; or (iii) Holding Company’s operation of its business; provided, however, any breach by the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death Company of any persons representation, covenant or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (c) Subject to the limitations set forth in Section 13, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates and their respective DOEAs from and against any and all Damages incurred by Receiving Party, its affiliates or their respective DOEAs caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Cargill’s access to and on the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (d) Notwithstanding anything to the contrary contained herein, to the extent that a Responsible Party utilizes third parties to provide Services hereunder, the Responsible Party shall not have any liability to the Receiving Party, its affiliates or their respective DOEAs for the acts and omissions of such third party suppliers; provided, however, if a Receiving Party, any of its affiliates or any of their respective DOEAs suffer damages, due to an act or omission of a third party supplier which gives rise to a claim against the third party supplier pursuant to the applicable agreement, the Responsible Party will present a claim to the third party supplier on behalf of the Receiving Party to the extent permitted under the Receiving Party’s agreement with the third party supplier and will pursue the claim in the same manner that Responsible Party would pursue a claim with respect to its other businesses, and any recovery shall be remitted to the affected indemnitee(s). (e) The provisions of this Section 12 shall survive the termination arising out of this Agreement.