Purchaser and Supplier acknowledge that (notwithstanding any provision to the contrary in this Agreement), the provisions of Section 10.3 of the Environmental Agreement shall apply as between any Seller Indemnified Party (as defined in the Environmental Agreement) and SER Indemnified Party (as defined in the Environmental Agreement) and any Person (as such term is defined in the Environmental Agreement) to whom a transfer or assignment is made in accordance with Section 11.1 of the Environmental Agreement. Any obligation or liability of any SER Indemnified Party, including Purchaser, or Seller Indemnified Party, including Supplier, under this Agreement shall be without prejudice to the rights, if any, of the relevant party to claim Environmental Damages (as defined under the Environmental Agreement) under the Environmental Agreement. Further, Supplier acknowledges that, pursuant to its rights under Section 11.1 of the Environmental Agreement and a separate Agreement of Assignment of even date herewith, Hexion Inc. (as successor-in-interest to SER) has assigned its rights and obligations under the Environmental Agreement, as they relate to the VAD business at the Site, to Purchaser and the Purchaser has accepted the assignment of such rights and obligations and has assumed all of Hexion Inc.’s (as successor of SER) rights and obligations under the Environmental Agreement as they relate to the VAD business at the Site as set forth in such Agreement of Assignment. This Agreement in no way limits, expands, alters or otherwise modifies the terms of the Environmental Agreement, and the provisions of the Environmental Agreement prevail over any conflicting provisions in this Agreement.
Purchaser and Supplier acknowledge that (notwithstanding any provision to the contrary in this Agreement), the provisions of Clause 10.3 of the Environmental Agreement between Shell Petroleum N.V. and Shell Epoxy Resins, Inc. for the Non-U.S. properties dated the date hereof (the "Environmental Agreement") shall apply as between any Seller Indemnified Party (as defined in the Environmental Agreement) and SER Indemnified Party (as defined in the Environmental Agreement) and any Person (as such term is defined in the Environmental Agreement) to whom a transfer or assignment is made in accordance with Clause 11.1 of the Environmental Agreement. Any obligation or liability of any SER Indemnified Party or Seller Indemnified Party under this Agreement shall be without prejudice to the rights, if any, of the relevant party to claim Environmental Damages (as defined under the Environmental Agreement) under the Environmental Agreement.
Purchaser and Supplier shall promptly notify each other of any and all Adverse Device Events, or any events that could reasonably be expected to become an Adverse Device Event, of which it becomes aware and will forward promptly to the other all written reports relating to such actual or potential Adverse Device Event. Purchaser shall also forward to Supplier any explanted Products, if available. Subject to Section 9.2, Supplier shall be responsible, and bear the cost of, all other requirements, regulatory filings or measures resulting from such Adverse Device Event.
Purchaser and Supplier each shall notify the other promptly if any Product is the subject of a Recall or other similar event in any jurisdiction, and the Parties shall reasonably cooperate in the handling and disposition of such Recall or other similar event; provided, however, in the event of a disagreement as to any matters related to any proposed Recall or other similar event, other than the determination of who shall bear the costs as set forth in the immediately following sentence, each Party shall have the right to cause a Recall or other similar event to be undertaken. Supplier shall bear the reasonable costs (including without limitation, the cost of locating and contacting by any means patients and customers, the cost of explanting the recalled Products and implanting a replacement Product, and the cost of such replacement Product ("Costs")) of all Recalls of the Products except any voluntary Recall effected solely by Purchaser, for which Purchaser shall initially bear all Costs. If subsequent to such voluntary Recall by Purchaser, events show that Supplier wrongfully refused to agree to such Recall, then Supplier shall reimburse Purchaser for all Costs incurred by Purchaser in connection therewith. Notwithstanding the foregoing, Purchaser shall pay the Costs of any Recall or other similar event if and to the extent caused by (i) any unauthorized change to the Products by Purchaser which directly results in the Recall, (ii) the failure of Purchaser to properly store, label or otherwise handle the Products which directly results in the Recall or (iii) any other breach of this Agreement by Purchaser which directly results in the Recall.
