Common use of Producer’s Obligation Clause in Contracts

Producer’s Obligation. Each Baxter Indemnifying Party (to the extent Producer is Baxter or an Affiliate of Baxter) or Baxalta Indemnifying Party (to the extent Producer is Baxalta or an Affiliate of Baxalta) agrees to indemnify and hold harmless either the Baxter Indemnitees (in the case of a Baxalta Indemnifying Party) or the Baxalta Indemnitees (in the case of a Baxter Indemnifying Party) from and against, and in respect of, any and all Liabilities incurred by any of the Baxter Indemnitees (in the case of a Baxalta Indemnifying Party) or Baxalta Indemnitees (in the case of a Baxter Indemnifying Party) that arise out of, relate to, or result from: (a) any 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; or (b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights of any Third Party by the Producer Products; or (c) any breach by it or any of its Affiliates of its obligations under this Agreement; provided, however, that this Section 11.1 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 11.2 below. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Producer.