Common use of Purchaser’s Obligation Clause in Contracts

Purchaser’s Obligation. Each Baxter Indemnifying Party (to the extent Purchaser is Baxter or an Affiliate of Baxter) or Baxalta Indemnifying Party (to the extent Purchaser 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 asserted against or incurred by any of the Indemnitees that arise out of, relate to or result from: (a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights of any Third Party, arising out of the manufacture by Producer of Purchaser Products in accordance with the Specifications; (b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights of any Third Party by the Purchaser Products; (c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product; (d) any failure of the Purchaser Supplied Components to comply in any material respect with the specifications therefor as provided in Section 2.7(b); or (e) any breach by it or any of its Affiliates of its obligations under this Agreement; provided, however, that this Section 11.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 11.1 above; and provided, further, that clause (c) shall not include (i) the development, manufacture, storage, promotion, marketing, distribution, sale or use by or on behalf of Producer of Producer Products or (ii) the manufacture or storage by or on behalf of Producer of Purchaser Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.