Common use of Indemnifications Clause in Contracts

Indemnifications. Supplier hereby agrees to save, defend and hold Bayer and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Bayer Group”) harmless from and against any and all claims, suits, actions, liabilities, expenses and/or losses, including punitive or exemplary damages and reasonable attorneys’ fees and expenses (“Claims”) asserted by a person or entity other than a member of the Bayer Group arising from any material breach of obligations under this Agreement by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to save, defend and hold Supplier and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Supplier Group”) harmless from and against any and all Claims asserted by a person or entity other than a member of the Supplier Group arising from any material breach of obligations under this Agreement by the Bayer Group. Where a Claim arises directly or indirectly from acts or omissions of both (i) the Supplier Group and (ii) the Bayer Group, the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the Claim.

Indemnifications. (a) Supplier hereby agrees to saveshall indemnify, hold harmless, and defend Purchaser, its Affiliates, and hold Bayer and its affiliates and its or their respective directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons employees and agents and each of the heirstheir respective successors, executors, successors heirs and assigns of any of the foregoing (together, the “Bayer GroupPurchaser Indemnitees”) harmless from and against any and all Third Party claims, suits, actionslosses, liabilities, damages, costs, fees and expenses and/or losses, (including punitive or exemplary damages and reasonable attorneys’ fees and expenses of litigation and costs for enforcing this indemnity) (“ClaimsLosses”) asserted by a person to the extent arising out of or entity other than a member of the Bayer Group arising resulting from (i) any material breach of any representation, warranty, covenant or other obligations of Supplier, its Affiliates or its Sub-Manufacturers under this Agreement Agreement, (ii) any Recall attributable to the performance of Supplier, its Affiliates or its Sub-Manufacturers, (iii) the negligent acts or omissions of Supplier, its Affiliates or its Sub- Manufacturers, and (iv) the failure of Supplier, its Affiliates or its Sub-Manufacturers to comply with any Applicable Law, except, in each case (i) through (iv), to the extent any such Losses are indemnifiable by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively Purchaser under Section 11.4 hereof. Bayer hereby agrees to save9.1(b). (b) Purchaser shall indemnify, hold harmless, and defend Supplier, its Affiliates, and hold Supplier and its affiliates and its or their respective directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons employees and agents and each of the heirstheir respective successors, executors, successors heirs and assigns of any of the foregoing (together, the “Supplier GroupIndemnitees”) harmless from and against any and all Claims asserted by a person Losses to the extent arising out of or entity other than a member of the Supplier Group arising from resulting from, directly or indirectly, (i) any material breach of any representation, warranty, covenant or other obligations of Purchaser under this Agreement by (ii) the Bayer Group. Where a Claim arises directly or indirectly from negligent acts or omissions of both Purchaser, (iii) Purchaser’s failure to comply with any Applicable Law or (iv) any claims of any nature relating to Manufacturing activities performed by, on behalf of or under the authority of Purchaser with the exception of those activities performed by Supplier, its Affiliates or its Sub-Manufacturers pursuant to the terms of this Agreement, except, in each case (i) the Supplier Group and through (ii) the Bayer Groupiv), the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the Claimany such Losses are indemnifiable by Supplier under Section 9.1(a).

Indemnifications. Supplier Purchaser hereby agrees to save, defend and hold Bayer and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Bayer Group”) harmless from and against any and all claims, suits, actions, liabilities, expenses and/or losses, including punitive or exemplary damages and reasonable attorneys’ fees and expenses (“Claims”) asserted by a person or entity other than a member of the Bayer Group arising from any material breach of obligations under this Agreement by Supplier the Purchaser Group (as defined below); provided that any Claims for failure to deliver PPF Inputs in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereofdeemed a material breach. Bayer hereby agrees to save, defend and hold Supplier Purchaser and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Supplier Purchaser Group”) harmless from and against any and all Claims asserted by a person or entity other than a member of the Supplier Purchaser Group arising from any material breach of obligations under this Agreement by the Bayer Group. ; provided that failure to deliver Products in accordance with the terms of this Agreement shall be governed exclusively under Section 9.4 hereof Where a Claim arises directly or indirectly from acts or omissions of both (i) the Supplier Purchaser Group and (ii) the Bayer Group, the obligation of the Supplier Purchaser or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the Claim.

Indemnifications. (a) Supplier hereby agrees to saveshall indemnify, hold harmless, and defend Purchaser, its Affiliates, and hold Bayer and its affiliates and its or their respective directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons employees and agents and each of the heirstheir respective successors, executors, successors heirs and assigns of any of the foregoing (together, the “Bayer GroupPurchaser Indemnitees”) harmless from and against any and all Third Party claims, suits, actionslosses, liabilities, damages, costs, fees and expenses and/or losses, (including punitive or exemplary damages and reasonable attorneys’ fees and expenses of litigation and costs for enforcing this indemnity) (“ClaimsLosses”) asserted by a person to the extent arising out of or entity other than a member of the Bayer Group arising resulting from (i) any material breach of any representation, warranty, covenant or other obligations of Supplier, its Affiliates or its Sub-Manufacturers under this Agreement Agreement, (ii) any Recall attributable to the performance of Supplier, its Affiliates or its SubManufacturers, (iii) the negligent acts or omissions of Supplier, its Affiliates or its SubManufacturers, and (iv) the failure of Supplier, its Affiliates or its Sub-Manufacturers to comply with any Applicable Law, except, in each case (i) through (iv), to the extent any such Losses are indemnifiable by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively Purchaser under Section 11.4 hereof. Bayer hereby agrees to save9.1(b). (b) Purchaser shall indemnify, hold harmless, and defend Supplier, its Affiliates, and hold Supplier and its affiliates and its or their respective directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons employees and agents and each of the heirstheir respective successors, executors, successors heirs and assigns of any of the foregoing (together, the “Supplier GroupIndemnitees”) harmless from and against any and all Claims asserted by a person Losses to the extent arising out of or entity other than a member of the Supplier Group arising from resulting from, directly or indirectly, (i) any material breach of any representation, warranty, covenant or other obligations of Purchaser under this Agreement by (ii) the Bayer Group. Where a Claim arises directly or indirectly from negligent acts or omissions of both Purchaser, (iii) Purchaser’s failure to comply with any Applicable Law or (iv) any claims of any nature relating to Manufacturing activities performed by, on behalf of or under the authority of Purchaser with the exception of those activities performed by Supplier, its Affiliates or its Sub-Manufacturers pursuant to the terms of this Agreement, except, in each case (i) the Supplier Group and through (ii) the Bayer Groupiv), the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the Claimany such Losses are indemnifiable by Supplier under Section 9.1(a).

Indemnifications. Supplier (a) Subject to Sections 9.1, 9.4 and 9.6 hereof, Weatherford US (solely with respect to the ▇▇▇▇▇▇▇▇▇▇▇ US Business) and Weatherford CA (solely with respect to the Weatherford Canadian Business) hereby agrees agree to save, defend indemnify and hold Bayer the Schlumberger Entities, as applicable, and its affiliates their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and its or permitted assigns (collectively, the “Schlumberger Indemnified Parties”) and the JV Companies, as applicable, and their directors, officers, managers, employees, representativesAffiliates, consultantsagents, stockholdersattorneys, controlling persons and agents and each of the heirs, executorsrepresentative, successors and permitted assigns of any of the foregoing (togethercollectively, the “Bayer GroupCompany Indemnified Parties”) harmless from and against against: (i) any and all claimslosses, liabilities, obligations and damages (individually, a “Loss” and, collectively, “Losses”) based upon, attributable to or resulting from the failure of any representations or warranty of the ▇▇▇▇▇▇▇▇▇▇▇ Entities set forth in this Agreement or in any ▇▇▇▇▇▇▇▇▇▇▇ Document, to be true and correct in all respects at the date hereof or at the Closing Date; (ii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the ▇▇▇▇▇▇▇▇▇▇▇ Entities under this Agreement or any ▇▇▇▇▇▇▇▇▇▇▇ Document; (iii) any and all Losses based upon or arising directly from any ▇▇▇▇▇▇▇▇▇▇▇ Excluded Asset or any ▇▇▇▇▇▇▇▇▇▇▇ Excluded Liability (other than Losses relating to Taxes for which indemnification provisions are set forth in Section 9.5(a)); and (iv) any and all notices, actions, suits, actionsproceedings, liabilitiesclaims, expenses and/or lossesdemands, assessments, judgments, costs, penalties and expenses, including punitive or exemplary damages attorneys’ and reasonable attorneysother professionals’ fees and expenses disbursements (collectively, “ClaimsExpenses”) asserted by a person incident to any and all Losses with respect to which indemnification is provided hereunder or entity other than a member of Section 9.5(a). (b) Subject to Sections 9.1, 9.4 and 9.6 hereof, STC (solely with respect to the Bayer Group arising from any material breach of obligations under this Agreement by Supplier Group Schlumberger US Business) and SCL (as defined below); provided that any Claims for failure solely with respect to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer Schlumberger Canadian Business) hereby agrees agree to save, defend indemnify and hold Supplier the Weatherford Entities, as applicable, and its affiliates and its or their respective directors, officers, managersemployees, employeesAffiliates, agents, attorneys, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (togethercollectively, the “Supplier Group▇▇▇▇▇▇▇▇▇▇▇ Indemnified Parties”) and the Company Indemnified Parties harmless from and against against: (i) any and all Claims asserted by a person Losses based upon, attributable to or entity other than a member resulting from the failure of any representations or warranty of the Supplier Group arising Schlumberger Entities set forth in this Agreement or in any Schlumberger Document, to be true and correct in all respects at the date hereof or at the Closing Date; (ii) any and all Losses based upon, attributable to or resulting from any material the breach of obligations any covenant or other agreement on the part of the Schlumberger Entities under this Agreement by the Bayer Group. Where a Claim arises or any Schlumberger Document; (iii) any and all Losses based upon or arising directly from any Schlumberger Excluded Asset or indirectly from acts any Schlumberger Excluded Liability (other than Losses relating to Taxes for which indemnification provisions are set forth in Section 9.5(b)); and (iv) any and all Expenses incident to any and all Losses with respect to which indemnification is provided hereunder or omissions of both (i) the Supplier Group and (ii) the Bayer Group, the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the ClaimSection 9.5(b).

Indemnifications. Supplier 3.1 Assignor hereby agrees to saveunconditionally indemnifies, defend holds harmless, protects and hold Bayer defends Assignee (including Assignee's successors and its affiliates assigns), and its or all of their directorsrespective subsidiary, affiliated, related, and parent companies, their respective shareholders, employees, attorneys, officers, managersdirectors, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing representatives (together, the “Bayer Group”all indemnified parties referred to as "Assignee Indemnified Parties") harmless from and against any and all claims, suitsdemands, damages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of actions, liabilities, costs and expenses and/or losses, (including punitive or exemplary damages and reasonable attorneys’ attorney's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (“Claims”) including liability to third parties), and all other consequences of any sort, without limit, that may be asserted or brought against any Assignee Indemnified Party which is in any way related to any act or omission by a person Assignor, or entity other than a member of by any Assignor employee or independent contractor concerning the Bayer Group arising from any material breach of obligations under this Agreement by Supplier Group (as defined below); provided that any Claims for failure Assigned Agreements which pertain to deliver PPF in accordance with matters which occurred prior to the terms effective date of this Agreement Agreement. This indemnification shall also be governed exclusively applicable to any other act or omission by Assignor, or by any Assignor employee or independent contractor and to any other act or omission by or under Section 11.4 hereofthe direction of Assignor or Assignor's employees or contractors, including without limitation, any violation of any local, state and/or federal law, regulation, ordinance, directive or rule whatsoever. Bayer For purposes of this indemnification provision "act or omission" includes any intentional, negligent, fraudulent, or criminal act or omission, or the misappropriation of any funds. 3.2 Assignee hereby agrees to saveunconditionally indemnifies, defend holds harmless, protects and hold Supplier defends Assignor (including Assignor's successors and its affiliates assigns), and its or all of their directorsrespective subsidiary, affiliated, related, and parent companies, their respective shareholders, employees, attorneys, officers, managersdirectors, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing representatives (together, the “Supplier Group”all indemnified parties referred to as "Assignor Indemnified Parties") harmless from and against any and all Claims claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of actions, costs and expenses (including attorney's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (including liability to third parties), and all other consequences of any sort, without limit, that may be asserted or brought against any Assignor Indemnified Party which is in any way related to any act or omission by a person Assignee, or entity by any Assignee employee or independent contractor (other than a member Assignor), concerning the Assigned Agreements which pertain to matters which occurred after the effective date of this assignment. This indemnification shall also be applicable to the Supplier Group arising from performance of any material breach of obligations service by Assignee which is required to be performed under this Agreement and to any other act or omission by Assignee, or by any Assignee employee or independent contractor and to any other act or omission by or under the Bayer Groupdirection of Assignee or Assignee's employees or contractors (excluding Assignor), including without limitation, any violation of any local, state and/or federal law, regulation, ordinance, directive or rule whatsoever. Where a Claim arises directly For purposes of this indemnification provision "act or indirectly from acts omission" includes any intentional, negligent, fraudulent, or omissions criminal act or omission, or the misappropriation of both (i) the Supplier Group and (ii) the Bayer Group, the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the Claimany funds.

Indemnifications. 9.1.1 In addition to other indemnification obligations provided in this Agreement, Supplier hereby agrees to saveshall indemnify, defend and hold Bayer harmless Buyer and its affiliates and its or their directors, officers, managersdirectors, employees, representativesshareholders, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Bayer Group”) harmless representatives from and against and in respect of any and all alleged or actual demands, claims, suitsactions or causes of action, actionsalleged or actual claims of negligence, assessments, losses, damages, liabilities, expenses and/or lossesinterest and penalties, including punitive or exemplary damages and reasonable attorneys’ fees costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith) (collectively, “Claims”) asserted resulting from, arising out of, or imposed upon or incurred by a any person to be indemnified hereunder by reason of Supplier’s alleged negligence or entity other than a member breach of the Bayer Group arising from Agreement. Buyer will notify Supplier promptly after Buyer becomes aware of any material breach claim by any third party with respect to which Buyer would be entitled to indemnification hereunder. Supplier shall, at no cost to Buyer, cooperate as requested by Buyer in the defense of any Claim for which indemnity may be sought. 9.1.2 In addition to other indemnification obligations under provided in this Agreement by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement Agreement, Buyer shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to saveindemnify, defend and hold harmless Supplier and its affiliates and its or their directors, officers, managersdirectors, employees, representativesshareholders, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Supplier Group”) harmless representatives from and against and in respect of any and all third- party Claims asserted resulting from, arising out of, or imposed upon or incurred by a any person to be indemnified hereunder by reason of Buyer’s alleged negligence or entity other than a member breach of the Agreement. Supplier Group arising from will notify Buyer promptly after Supplier becomes aware of any material breach claim by any third party with respect to which Supplier would be entitled to indemnification hereunder. Buyer shall, at no cost to Supplier, cooperate as requested by Supplier in the defense of obligations under this Agreement by the Bayer Group. Where a any Claim arises directly or indirectly from acts or omissions of both (i) the Supplier Group and (ii) the Bayer Group, the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the Claimfor which indemnity may be sought.

Indemnifications. Supplier hereby agrees to save(i) From and after the Closing, defend Buyers shall, jointly and severally, indemnify, save and hold Bayer Sellers and its affiliates and its or each of their Subsidiaries, Affiliates, directors, officers, managers, employees, representativessuccessors, consultantstransferees and assignees (each, stockholdersa "Seller Indemnified Party"), controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Bayer Group”) harmless from and against any and all claimscosts, suitslosses (including, without limitation, diminutions in value), charges, liabilities, obligations, damages (whether actual or consequential), lawsuits, actions, liabilitiesjudgments, deficiencies, demands, fees, claims, settlements and expenses and/or losses(whether arising out of third-party claims or otherwise), including punitive or exemplary damages and including, without limitation, interest, penalties, reasonable attorneys’ ' fees and expenses (“Claims”) asserted by a person and all amounts paid in the investigation, defense or entity other than a member of the Bayer Group arising from any material breach of obligations under this Agreement by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to save, defend and hold Supplier and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns settlement of any of the foregoing and costs of enforcing this indemnity (togethercollectively, "Losses") incurred in connection with, arising out of, resulting from or relating to (1) any breach of a representation or warranty of Buyers contained in Article 5 of this Agreement so long as the “Supplier Group”claim therefor is asserted prior to expiration of the survival period set forth in Section 9.1, (2) any breach by Buyers of any of their agreements contained herein, (3) any Assumed Liability or any liability of the Acquired Entity and the Acquired Subsidiaries, (4) all liabilities of AAPT and its Subsidiaries under the ▇▇▇▇ Atlantic Purchase Agreement (except to the extent provided in Section 2.11(b)) and (5) all liabilities under the RF Purchase Agreement with respect to the Contributed Assets relating to the period from and after the Closing Date (each, a "Seller Indemnified Claim"). The rights to indemnification under Section 9.2(a) relating to a breach of Article 11 hereof shall be subject to the provisions of Section 11.5 below. (ii) Promptly after receipt by any party hereto of notice of commencement of any Action, or the assertion by any third party of any Seller Indemnified Claim, with respect to which any Seller Indemnified Party is entitled to indemnification under this Section 9.2(a), such party shall use its best efforts to notify each other party hereto in writing of the commencement of such Action or the assertion of such Seller Indemnified Claim, but the failure to notify the indemnifying party shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent the indemnifying party is actually prejudiced by such failure to notify. In case any such Action is brought or any such Seller Indemnified Claim is asserted, Buyers shall be entitled, but shall not be required, to participate (at its own expense) in the defense thereof or Buyers, at their option, may elect to take charge of and control the defense of any such Action or Seller Indemnified Claim, provided that Buyers shall agree to pursue the defense of such Action or Seller Indemnified Claim in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued. If Buyers elect to assume the defense of any Action or Seller Indemnified Claim, then such Seller Indemnified Party shall be entitled to participate (at its own expense) in said defense. (iii) From and after the Closing, (A) AAPT Seller shall indemnify, save and hold Buyers and each of their Subsidiaries, Affiliates, trustees, officers, employees, successors, transferees and assignees (each, a "Buyer Indemnified Party"), harmless from and against any and all Claims Losses incurred in connection with, arising out of, resulting from or relating to (1) any breach of a representation or warranty of AAPT Seller contained in Article 4 of this Agreement so long as the claim therefor is asserted by a person or entity other than a member prior to expiration of the Supplier Group survival period set forth in Section 9.1, (2) any breach by AAPT Seller of any of its agreements contained herein, (3) any liability referred to in Section 2.11(b) hereof and (4) any compensation or payments or benefits (including severance payments and obligations under the Savings Plan, exclusive of the benefit payments thereunder and customary administrative costs incurred to terminate the Savings Plan) to or on behalf of any person employed by the Acquired Entity or any of the Acquired Subsidiaries on or prior to the Closing Date with respect to periods of employment occurring on or prior to the Closing Date (each an "AAPT Indemnified Claim") and (B) each CAP Seller, jointly and severally, shall indemnify and hold each Buyer Indemnified Party harmless from and against any and all Losses incurred in connection with, arising out of, resulting from or relating to (1) any material breach of obligations a representation or warranty by any CAP Seller contained in Article 4 of this Agreement so long as the claim therefor is asserted prior to expiration of the survival period set forth in Section 9.1, (2) any breach by any CAP Seller of any of their agreements contained herein, (3) any Excluded Liabilities related to CAP Sellers and (4) any compensation or payments or benefits (including severance payments and obligations) to or on behalf of any person employed by any CAP Seller on or prior to the Closing Date with respect to periods of employment occurring on or prior to the Closing Date (each, a "CAP Indemnified Claim" and, together with the AAPT Indemnified Claims, the "Buyer Indemnified Claims"). (iv) Promptly after receipt by any party hereto of notice of commencement of any Action, or the assertion by any third party of any Buyer Indemnified Claim, with respect to which any Buyer Indemnified Party is entitled to indemnification under this Agreement by the Bayer Group. Where a Claim arises directly or indirectly from acts or omissions of both (i) the Supplier Group and (ii) the Bayer GroupSection 9.2(a)(ii), the obligation such party shall use its best efforts to notify each other party hereto in writing of the Supplier commencement of such Action or Bayer the assertion of such Buyer Indemnified Claim, but the failure to indemnify notify the other indemnifying party shall not exceed relieve the indemnifying party of its indemnification obligations hereunder, except to the extent of the indemnifying party’s contribution party is actually prejudiced by such failure to notify. In case any such Action is brought or any such Buyer Indemnified Claim is asserted, Sellers shall be entitled, but shall not be required, to participate (at their own expense) in the harm giving rise defense thereof or Sellers, at their option, may elect to take charge of and control the defense of any such Action or Buyer Indemnified Claim, provided that Sellers shall agree to pursue the defense of such Action or Buyer Indemnified Claim in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued. If Sellers elect to assume the defense of any Action or Buyer Indemnified Claim, then such Buyer Indemnified Party shall be entitled to participate (at its own expense) in said defense.

Indemnifications. Supplier 3.1 EGT and DWP hereby agrees to fully indemnify and hold harmless BSM and BSM’s officers, directors, heirs, employees, agents, representatives, successors and assigns, and each of its and their respective officers, directors, heirs, employees, agents, representatives, successors and assigns (collectively, “BSM Indemnitees”), and save, defend and hold Bayer each of the BSM Indemnitees harmless against and its affiliates pay on behalf of or reimburse such BSM Indemnitees as and its when incurred for any Losses which any such BSM Indemnitee may suffer, sustain, have alleged against it, or their become subject to, as a result of, in connection with, relating or incidental to by virtue of, arising out of, or from: (i) any breach of any representation, undertaking or warranty made by the EGT or DWP in or under this Agreement; or (ii) any nonfulfillment or breach of any covenant, obligation, or agreement by the EGT or DWP under or in this Agreement. 3.2 BSM hereby fully indemnifies and holds harmless EGT and EGT’s officers, directors, officers, managersheirs, employees, agents, representatives, consultantssuccessors and assigns, stockholders, controlling persons and agents and each of the its and their respective officers, directors, heirs, executorsemployees, agents, representatives, successors and assigns (collectively, “EGT Indemnitees”), and save, defend and hold each of the EGT Indemnitees harmless against and pay on behalf of or reimburse such EGT Indemnitees as and when incurred for any Losses which any such EGT Indemnitee may suffer, sustain, have alleged against it, or become subject to, as a result of, in connection with, relating or incidental to by virtue of, arising out of, or from: (i) any breach of any representation, undertaking or warranty made by BSM in or under this Agreement; or (ii) any nonfulfillment or breach of any covenant, obligation, or agreement by BSM under or in this Agreement. 3.3 BSM hereby fully indemnifies and holds harmless DWP and DWP’s officers, directors, heirs, employees, agents, representatives, successors and assigns, and each of its and their respective officers, directors, heirs, employees, agents, representatives, successors and assigns (collectively, “DWP Indemnitees”), and save, defend and hold each of the DWP Indemnitees harmless against and pay on behalf of or reimburse such DWP Indemnitees as and when incurred for any Losses which any such DWP Indemnitee may suffer, sustain, have alleged against it, or become subject to, as a result of, in connection with, relating or incidental to by virtue of, arising out of, or from: (i) any breach of any representation, undertaking or warranty made by BSM in or under this Agreement; or (ii) any nonfulfillment or breach of any covenant, obligation, or agreement by BSM under or in this Agreement. 3.4 For the purpose of this Agreement, the term “Loss” shall mean any loss, liability, demand, claim, obligation, action, cause of action, cost, damage, diminution in value, lost profits, deficiency, tax, penalty, fine or expense, including without limitation, interest, penalties, lost profits, attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement, (such as expert witness fees) of any of the foregoing (together, and the “Bayer Group”) harmless from and against any and all claims, suits, actions, liabilities, expenses and/or losses, including punitive or exemplary damages and reasonable attorneys’ fees and expenses (“Claims”) asserted by a person or entity other than a member of the Bayer Group arising from any material breach of obligations under this Agreement by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to save, defend and hold Supplier and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns enforcement of any of the foregoing (togetherrights hereunder), the “Supplier Group”) harmless from and against any whether known or unknown, fixed or unfixed, contingent or accrued, but excluding only unforeseeable, speculative, exemplary and all Claims asserted by a person or entity other than a member of the Supplier Group arising from any material breach of obligations under this Agreement by the Bayer Group. Where a Claim arises directly or indirectly from acts or omissions of both (i) the Supplier Group and (ii) the Bayer Group, the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the Claimpunitive damages.

Indemnifications. Supplier hereby agrees to save(a) The Joint Venture shall indemnify, defend and hold Bayer harmless each of the Parties and its affiliates and its or their directorsrespective heirs, officers, managersagents, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Bayer Group”) harmless from and against any and all claims, suitsdemands, expenses, costs, damages, actions, causes of action, judgments, and all other liabilities, expenses and/or losses, including punitive or exemplary damages and reasonable attorneys’ fees and expenses fees, arising from actions (“Claims”or omissions) asserted by a person or entity other than a member undertaken on behalf of the Bayer Group arising from any material breach Joint Venture, so long as such acts (or omissions) were undertaken in good faith, in a manner reasonably believed by the Parties taking the action (or omission) to be in the best interests of obligations the Joint Venture, and provided that such acts (or omissions) were within the scope of such Party’s authority under this Agreement by Supplier Group Agreement. (as defined below); provided that any Claims for failure to deliver PPF in accordance with b) Each of the terms of this Agreement Parties shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to saveindemnify, defend and hold Supplier harmless the Joint Venture and its affiliates the other Parties, and its or their directorsrespective heirs, officers, managersagents, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns from any and all claims, demands, expenses, costs, damages, actions, causes of action, judgments, and all other liabilities, including reasonable attorneys fees (i) which are personal liabilities or obligations of the indemnifying Party and unrelated to the Joint Venture Business, or (ii) which are taken in bad faith, or not in a manner reasonably believed to be in the best interests of the Joint Venture, or beyond the scope of such Party’s authority hereunder, or (iii) which result from the breach or inaccuracy of any of such indemnifying Party’s representations or warranties herein, or (iv) which result from the foregoing (together, the “Supplier Group”) harmless from and against any and all Claims asserted by a person or entity other than a member of the Supplier Group arising from any material breach of obligations under this Agreement by the Bayer Group. Where a Claim arises directly any covenant or indirectly from acts or omissions of both (i) the Supplier Group and (ii) the Bayer Group, the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent agreement of the indemnifying party’s contribution to the harm giving rise to the ClaimParty hereunder.

Indemnifications. Supplier hereby agrees to save, 1. The Administrator shall defend and indemnify and hold Bayer harmless the Owner and its affiliates and its or their shareholders, members, directors, officers, managers, employeesofficers and employees (each, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the an “Bayer GroupOwner Indemnified Party”) harmless from and against any and all claims, suits, actions, liabilities, expenses and/or losses, including punitive or exemplary damages and reasonable attorneys’ fees and expenses (“Claims”) asserted by a person or entity other than a member of the Bayer Group arising from any material breach of obligations under this Agreement by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to save, defend and hold Supplier and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Supplier Group”) harmless from and against any and all Claims asserted by a person or entity other than a member of the Supplier Group arising from any material breach of obligations under this Agreement by the Bayer Group. Where a Claim arises directly or indirectly from acts or omissions of both against such Owner Indemnified Party (i) in respect of any taxes imposed on or attributable to the Supplier Group and income or property of the Administrator, (ii) in respect of the Bayer Groupemployer/employee-related responsibilities with respect to any personnel of the Administrator, including specifically payroll taxes, workers’ compensation claims, any withholdings required by applicable law, and health and welfare benefits, including COBRA benefits, (iii) relating to the injury or death of any person, including employees of the Administrator, (iv) resulting from loss or damage to property or (v) relating to the failure of Administrator to comply with the terms of this Agreement; provided, however, that in the case of clauses (iv) and (v), only to the extent the Claim results from the Administrator’s willful misconduct or gross negligence or a breach by the Administrator of its obligations hereunder. 2. The Owner shall defend and indemnify and hold harmless the Administrator and its shareholders, members, directors, managers, officers and employees (each, an “Administrator Indemnified Party”) from and against any and all Claims asserted by or against such Administrator Indemnified Party, (i) in respect of any taxes imposed on or attributable to the income or property of the Owner, (ii) relating to the injury or death of any person, including employees of the Owner, (iii) resulting from loss or damage to property, or (iv) relating to the failure of the Owner to comply with the terms of this Agreement, except, in the case of clauses (ii) and (iii), to the extent the Claim results from the Administrator’s willful misconduct or gross negligence or a breach by the Administrator of its obligations hereunder. 3. When required to indemnify an indemnified Party (the “Indemnified Party”) in accordance with this Section 9.4, the obligation Administrator or the Owner, as applicable (in such capacity, the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the defense of any Claim against such Indemnified Party and shall bear the expense thereof, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the Supplier defense and settlement of such Claim, provided, however, that without relieving the Indemnifying Party of its obligations hereunder or Bayer impairing the Indemnifying Party’s right to indemnify control the other defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such Claim, but the fees and expenses of such counsel by such Indemnified Party shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not exceed have the extent right to control the defense or settlement of such Claim on behalf of such Indemnified Party) or (c) the Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Claim within a reasonable time after notice of the indemnifying party’s contribution commencement thereof. In each of such cases set forth in the second sentence of this paragraph, the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party except where the Indemnifying Party is ultimately deemed not to have been required to provide the harm giving rise to indemnity sought by the ClaimIndemnified Party.

Indemnifications. Supplier hereby agrees to save, 1. The Administrator shall defend and indemnify and hold Bayer harmless the Owner and its affiliates and its or their shareholders, members, directors, officers, managers, employeesofficers and employees (each, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the an “Bayer GroupOwner Indemnified Party”) harmless from and against any and all claims, suits, actions, liabilities, expenses and/or losses, including punitive or exemplary damages and reasonable attorneys’ fees and expenses (“Claims”) asserted by a person or entity other than a member of the Bayer Group arising from any material breach of obligations under this Agreement by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to save, defend and hold Supplier and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Supplier Group”) harmless from and against any and all Claims asserted by a person or entity other than a member of the Supplier Group arising from any material breach of obligations under this Agreement by the Bayer Group. Where a Claim arises directly or indirectly from acts or omissions of both against such Owner Indemnified Party (i) in respect of any taxes imposed on or attributable to the Supplier Group and income or property of the Administrator, (ii) in respect of the Bayer Groupemployer/employee-related responsibilities with respect to any personnel of the Administrator, including specifically payroll taxes, workers’ compensation claims, any withholdings required by applicable law, and health and welfare benefits, including COBRA benefits, (iii) relating to the injury or death of any person, including employees of the Administrator, (iv) resulting from loss or damage to property or (v) relating to the failure of Administrator to comply with the terms of this Agreement; provided, however, that in the case of clauses (iii), (iv) and (v), only to the extent the Claim results from the Administrator’s willful misconduct or gross negligence or a breach by the Administrator of its obligations hereunder. 2. The Owner shall defend and indemnify and hold harmless the Administrator and its shareholders, members, directors, managers, officers and employees (each, an “Administrator Indemnified Party”) from and against any and all Claims asserted by or against such Administrator Indemnified Party, (i) in respect of any taxes imposed on or attributable to the income or property of the Owner, (ii) relating to the injury or death of any person, including employees of the Owner, (iii) resulting from loss or damage to property, or (iv) relating to the failure of the Owner to comply with the terms of this Agreement, except, in the case of clauses (ii) and (iii), to the extent the Claim results from the Administrator’s willful misconduct or gross negligence or a breach by the Administrator of its obligations hereunder. 3. When required to indemnify an indemnified Party (the “Indemnified Party”) in accordance with this Section 9.4, the obligation Administrator or the Owner, as the applicable (in such capacity, the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the defense of any Claim against such Indemnified Party and shall bear the expense thereof, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the Supplier defense and settlement of such Claim, provided, however, that without relieving the Indemnifying Party of its obligations hereunder or Bayer impairing the Indemnifying Party’s right to indemnify control the other defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such Claim, but the fees and expenses of such counsel by such Indemnified Party shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not exceed have the extent right to control the defense or settlement of such Claim on behalf of such Indemnified Party) or (c) the Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Claim within a reasonable time after notice of the indemnifying party’s contribution commencement thereof. In each of such cases set forth in the second sentence of this paragraph, the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party except where the Indemnifying Party is ultimately deemed not to have been required to provide the harm giving rise to indemnity sought by the ClaimIndemnified Party.

Indemnifications. Supplier 14.2.1 Subject to the terms of Sections 9.2 and 9.4, above, and except to the extent caused by the active negligence (defined below), gross negligence or willful misconduct of Landlord or any other member of the Landlord Group, as determined by a court of competent jurisdiction, Tenant hereby agrees to saveindemnify, defend defend, and hold Bayer harmless Landlord and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Bayer Group”) harmless Landlord Group from and against (and to reimburse Landlord and the Landlord Group for) any and all claims, actions, suits, proceedings, losses, damages, obligations, liabilities, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees, legal costs, and other reasonable costs and expenses of defending against any claims, actions, liabilitiessuits, expenses and/or lossesor proceedings) (collectively, including punitive or exemplary damages and reasonable attorneys’ fees and expenses (“Claims”) asserted by a person arising from, in connection with, or entity other than a member in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to): (i) the use or occupancy of the Bayer Group arising from Tenant Space or any material breach portion of obligations the Building or the Property by (A) Tenant or any person claiming by, through or under this Agreement by Supplier Group Tenant or any other Tenant Party*, or (as defined belowB) any Customer or any person claiming by, through or under any Customer, its partners, and their respective officers, agents, servants or employees of Tenant or any such person (collectively, the “Colocating Parties”); provided that (ii) the gross negligence or willful misconduct of Tenant or any Claims for Tenant Parties with respect to the Tenant Space, the Building or the Property, (iii) the acts or omissions of any Customer or any Colocating Parties; (iv) any malfunctioning of Tenant’s Security System, (v) Tenant’s failure to deliver PPF surrender the Tenant Space upon the expiration or any earlier termination of this Lease or the termination of Tenant’s right to possess the Tenant Space in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereofLease (including, without limitation, costs and expenses incurred by Landlord in returning the Tenant Space to the condition in which Tenant was to surrender and Claims made by any succeeding tenant founded on or resulting from Tenant’s failure to surrender the Tenant Space); and (vi) any Permitted Agreement. Bayer hereby agrees to save, defend and hold Supplier and its affiliates and its In the event that any action or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of proceeding is brought against Landlord or any of the foregoing (together, the “Supplier Group”) harmless from and against any and all Claims asserted by a person or entity other than a member of the Supplier Landlord Group arising by reason of any such Claim, Tenant upon notice from any material breach of Landlord shall defend such action or proceeding at Tenant’s cost and expense by counsel reasonably approved by Landlord. Tenant’s obligations under this Agreement Section 14.2 shall survive the expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and the Building. Notwithstanding any provision to the contrary contained in this Section 14.2, nothing contained in this Section 14.2 shall be interpreted or used in any way to affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord. This indemnity provision shall survive the Bayer Grouptermination or expiration of this Lease. Where For the purposes of this Section 14.2.1 and Section 14.2.2, below, the term “active negligence” shall mean and refer to a Claim arises directly or indirectly from acts or omissions negligent act in which the party at fault has personally participated and which constitutes the violation of both a duty expressly provided by this Lease. * For the avoidance of doubt, Landlord and Tenant hereby agree that the indemnification contained in (i) the Supplier Group above applies to Claims (a) by, through or related to any third (3rd) party who owns or holds any ownership interest (including lien rights) in any item or portion of Tenant’s Property; and (iib) by Tenant or any other Tenant Party (or any individual accessing the Bayer GroupTenant Space on any Tenant Party’s behalf) for bodily injury occurring in, on or around the Tenant Space, the obligation of Building or otherwise on or at the Supplier or Bayer to indemnify the other shall not exceed the extent of the indemnifying party’s contribution to the harm giving rise to the ClaimProperty.

Indemnifications. Supplier hereby (a) In addition to any other applicable rights under this Agreement, Assignor agrees to saveindemnify, defend and hold Bayer Company, USFPT and its affiliates and its or their the officers, directors, officerspartners, managersmembers, agents, employees, representativesaffiliates, consultantsattorneys, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing both (togethercollectively, the “Bayer GroupCompany’s Indemnified Parties”) harmless from and against any and all liabilities, liens, claims, suitsdamages, actionscosts, liabilitiesexpenses, suits or judgments paid or incurred by any of Company’s Indemnified Parties and all expenses and/or lossesrelated thereto, including punitive or exemplary damages including, without limitation, court costs and reasonable attorneys’ fees and expenses arising out of or in any way connected or related to (“Claims”i) asserted any breach or nonperformance by Assignor of any provision or covenant contained in this Agreement or in any certificate or other instrument or document furnished (or to be furnished) by Assignor with respect to the transactions contemplated hereunder, (ii) the breach of any representation or warranty of Assignor contained in this Agreement, (iii) any claims by a person third party that the right, title and interest in the Intellectual Property granted hereunder infringe upon a third party’s intellectual property or entity other than a member of the Bayer Group arising from proprietary rights. The indemnities set forth in this Section shall survive without limitation. (b) In addition to any material breach of obligations other applicable rights under this Agreement by Supplier Group (as defined below); provided that any Claims for failure to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer hereby Agreement, Company agrees to saveindemnify, defend and hold Supplier Assignor and its affiliates and its or their officers, directors, officerspartners, managersmembers, agents, employees, representativesaffiliates, consultantsattorneys, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (togethercollectively, the “Supplier GroupAssignor’s Indemnified Parties”) harmless from and against any and all Claims asserted liabilities, liens, claims, damages, costs, expenses, suits or judgments paid or incurred by any of Assignor’s Indemnified Parties and all expenses related thereto, including, without limitation, court costs and reasonable attorneys’ Assignment and License Agreement fees arising out of or in any way connected or related to any infringement claims or other claims asserting a right to use (or a right to prevent the use of) any Intellectual Property, which claims name Assignor as a defendant, to the extent such claims arise from and after the Effective Date. The indemnities set forth in this Section shall survive without limitation. (c) If any claim (a “Third Party Claim”) is hereafter made by a person third party which might result in a right to indemnification hereunder, the party seeking such indemnification (in such instance, the “Indemnitee”) shall make a demand for indemnification hereunder by giving written notice to the party or entity parties against whom indemnification is sought (the “Indemnitor”) stating in reasonable detail the nature of the Third Party Claim so far as known to the Indemnitee. Such notice shall be given within a reasonable time after the Indemnitee shall become aware of the Third Party Claim; provided, however, that the failure to give timely notice shall not relieve the Indemnitor of its obligation to indemnify the Indemnitee in respect of the Third Party Claim. The Indemnitee shall permit the Indemnitor to assume the defense of any such Third Party Claim or any litigation resulting therefrom (and to prosecute by way of counterclaim or third party complaint any claim against such third party arising out of or relating to such Third Party Claim), so long as the counsel selected to conduct the defense of such Third Party Claim or litigation shall be reasonably satisfactory to the Indemnitee. After such assumption of the defense by the Indemnitor, the Indemnitor shall not be liable under this section for any legal or other expenses subsequently incurred by the Indemnitee in connection with such defense, other than a member reasonable costs of investigation, but the Indemnitee may participate in such defense at its expense. Notwithstanding, the foregoing, however, if, in the reasonable judgment of the Supplier Group arising from any material breach of obligations under this Agreement Indemnitee, the attorney selected by the Bayer GroupIndemnitor cannot ethically, or otherwise fails to, represent the Indemnitor and the Indemnitee, then the Indemnitee may employ separate, mutually acceptable counsel for the Indemnitee at the Indemnitor’s sole cost. Where If the Indemnitor fails to defend a Third Party Claim arises directly promptly, in good faith or indirectly from acts with diligence, then the Indemnitee may defend such claims at the expense of the Indemnitor. The Indemnitor shall not, except with the prior written consent of the Indemnitee, consent to the entry of any judgment or omissions enter into any settlement in respect of both such Third Party Claims or litigation which (i) does not include as an unconditional term thereof the Supplier Group and giving by the claimant or plaintiff to the Indemnitee of an unconditional release from all liability in respect of such Third Party Claim or litigation, (ii) the Bayer Groupimposes injunctive or other equitable relief against an Indemnitee, the obligation Buyer or any Representative of Buyer or Related Person of the Supplier Buyer, (iii) contains any admission of liability or Bayer to indemnify guilt by the other shall not exceed Indemnitee, the extent Buyer, or any Representative of Buyer or Related Person of the indemnifying party’s contribution Buyer or (iv) requires the Indemnitee to the harm giving rise to the Claimpay any amount of money or otherwise incur any liability or other obligation.

Indemnifications. Supplier hereby To the fullest extent permitted by law, Guarantor agrees to saveprotect, indemnify, defend and hold Bayer harmless Representative Purchaser, the Purchaser's and its their affiliates and its or their respective directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing advisors (together, the “Bayer Group”"Indemnitees") harmless from and against any and all claimsliabilities, losses, damages or expenses of any kind or nature and from any and all suits, actionsclaims or demands (including in respect of or for reasonable attorney's fees and other expenses) arising on account of or in connection with any matter or thing or action or failure to act by Indemnitees, liabilitiesor any of them, expenses and/or lossesarising out of or relating to this Guaranty or the other Transaction Documents, including punitive without limitation any use by Guarantor of any proceeds of any Receivables purchases, except to the extent such liability arises from the willful misconduct or exemplary damages and reasonable attorneys’ fees and expenses (“Claims”) gross negligence of the Indemnitees. Upon receiving knowledge of any suit, claim or demand asserted by a person third party that Representative Purchaser or entity other than a member any Purchaser believes is covered by this indemnity, Representative Purchaser or such Purchaser shall give Guarantor reasonable notice of the Bayer Group arising from matter and an opportunity to defend it, at Guarantor's sole cost and expense, with legal counsel satisfactory to Representative Purchaser or such Purchaser, as the case may be. Any failure or delay of Representative Purchaser or any material breach Purchaser so to notify Guarantor of any such suit, claim or demand shall not relieve Guarantor of its obligations under this Agreement by Supplier Group (as defined below); provided that any Claims for failure subparagraph 8(c) but shall reduce such obligations to deliver PPF in accordance with the terms of this Agreement shall be governed exclusively under Section 11.4 hereof. Bayer hereby agrees to save, defend and hold Supplier and its affiliates and its or their directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons and agents and each of the heirs, executors, successors and assigns of any of the foregoing (together, the “Supplier Group”) harmless from and against any and all Claims asserted by a person or entity other than a member of the Supplier Group arising from any material breach of obligations under this Agreement by the Bayer Group. Where a Claim arises directly or indirectly from acts or omissions of both (i) the Supplier Group and (ii) the Bayer Group, the obligation of the Supplier or Bayer to indemnify the other shall not exceed the extent of any increase in those obligations caused solely by such failure or delay. The obligations of Guarantor under this subparagraph 8(c) shall survive the indemnifying party’s contribution to payment and performance of the harm giving rise to the ClaimGuaranteed Obligations.