Common use of Producer’s Obligation Clause in Contracts

Producer’s Obligation. Producer agrees to indemnify and hold harmless Purchaser’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties incurred by any of Purchaser’s Indemnitees that arise out of, relate to, or result from: (a) any material failure by it or any of its Affiliates to comply in any respect with any of the covenants, agreements, representations or warranties set forth in Section 8.1; (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 Producer Products (other than with respect to any Purchaser Supplied Components); or (c) any material breach by it of its obligations under this Agreement. provided, however, that this Section 10.1 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.2 below. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Producer.