Common use of Baxter Clause in Contracts

Baxter. shall defend, indemnify and hold harmless ▇▇▇▇▇ and Teva and their successors, assigns, affiliates, directors, officers, agents and employees (collectively “Buyer”. For the purposes of this Article), from and against any and all liabilities, losses, damages and expenses (including attorney’s fees) as the result of claims, demands, costs or judgments which may be made or instituted against any of them by third parties arising out of (i) ▇▇▇▇▇▇’▇ failure to manufacture the Tisseel to FDA approved specifications, and (ii) claims that the Tisseel infringes the intellectual or other property rights of any third party. Baxter shall have the right to control the defense of any action that is to be indemnified by Baxter hereunder, including the right to select counsel reasonably acceptable to Buyer to defend Buyer, and to settle any claim. Baxter will not enter into any settlement that would admit any fault of ▇▇▇▇▇ without the prior written consent of ▇▇▇▇▇. The provisions of this Article 8(b) shall survive and remain in full force and effect after any termination, expiration or cancellation of this Agreement and Buyer’s obligation hereunder shall apply whether or not such claims are rightfully brought.