Joint Purchasing Contracts. Schedule 5.11 (b) attached hereto lists certain purchasing contracts (the “Joint Purchasing Contracts”) to which both THRG and Covidien LP are parties as purchasers thereunder. Purchaser, on behalf of the Surviving Company, and Covidien LP each agree to comply with the applicable terms and conditions of the Joint Purchasing Contracts and not take any action prohibited by such Joint Purchasing Contract, or omit to take any action required by such Joint Purchasing Contract, that would cause or permit the termination of any Joint Purchasing Contract. Purchaser and Covidien LP acknowledge and agree that no Joint Purchasing Contract may be modified or amended, and no rights thereunder may be waived, without the prior written consent of the Surviving Company and Covidien LP. The Surviving Company shall indemnify and hold harmless Covidien LP and its Affiliates from and against any Losses arising from the Surviving Company’s breach of or default under any Joint Purchasing Contract. Covidien LP shall indemnify and hold harmless the Surviving Company and its Affiliates from and against any Losses arising from Covidien LP’s breach of or default under any Joint Purchasing Contact. To the extent that any Joint Purchasing Contract provides for any rebates or other incentives based upon purchases thereunder, the Surviving Company and Covidien LP shall each receive its pro rata portion of such rebates or incentives attributable to the purchases made by it under such Joint Purchasing Contract.
