Common use of By the CBOT Clause in Contracts

By the CBOT. The CBOT shall defend, indemnify and hold LIFFE, its Affiliates, and the officers, directors, employees, agents, and representatives of LIFFE and its Affiliates (“LIFFE Indemnitees”) harmless from and against all Losses incurred or suffered by such LIFFE Indemnitees arising out of, or in connection with, any third party Claim to the extent such Claim is based upon or arises out of: (a) the CBOT’s material breach of this Agreement or any part hereof; (b) the gross negligence or willful misconduct of the CBOT, any Affiliate of the CBOT, any Hosted Exchange, any Affiliate of any Hosted Exchange, or any Market Participant (collectively, the “CBOT Parties”); (c) CBOT Property or LIFFE’s use thereof; (d) use of the Licensed Technology in contravention of this Agreement by or on behalf of any CBOT Party; (e) any breach by any CBOT Party or Contractor (as that term is defined Schedule E) of any Interface Sublicense Agreement or Interface Sublicense and Connection Agreement; (f) a breach of any Hosting Agreement by any of the Hosted Exchanges or the CBOT (excluding any such breach by the CBOT which is the direct result of LIFFE’s breach of this Agreement, the Managed Services Agreement, the Development Services Agreement and/or the Relocation Services Agreement or of LIFFE’s gross negligence or willful misconduct); (g) any Claim that the License, the Licensed Technology provided hereunder, or the use thereof by or on behalf of any CBOT Party, infringes or otherwise violates the Xxxxxx/eSpeed Patent; (h) the CBOT [**] Products, including the listing, maintenance, and/or trading of the CBOT [**] Products; (i) any Claim that the offering by the CBOT of CBOT [**] Products for trading on the CBOT Electronic Exchange infringes or otherwise violates the [**]; or (j) any suspension or termination, as permitted under this Agreement and/or the Managed Services Agreement, of the License granted pursuant to Section 2.1(c) and/or of any Hosting Services; provided that (i) LIFFE shall take no action which LIFFE, in its reasonable judgment, believes would be contrary to the CBOT’s interests relative to the Claim; (ii) the CBOT (or any Person acting on behalf of or authorized by the CBOT), at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the Claim or the settlement or other compromise thereof; (iii) LIFFE shall give the CBOT (and any Person acting on behalf of or authorized by the CBOT) all reasonable assistance in connection therewith at the CBOT’s reasonable expense; and (iv) LIFFE shall use good faith efforts to notify the CBOT as soon as possible, but in any event within five (5) Business Days, after LIFFE becomes aware of the Claim. Notwithstanding the foregoing, CBOT shall have no obligation to defend, indemnify, or hold any LIFFE Indemnitee harmless from or against any Losses incurred or suffered by such LIFFE Indemnitee as a result of the gross negligence or willful misconduct of the LIFFE Indemnitee.

By the CBOT. The CBOT shall defend, indemnify and hold LIFFE, its Affiliates, and the officers, directors, employees, agents, and representatives of LIFFE and its Affiliates (“"LIFFE Indemnitees”") harmless from and against all Losses incurred or suffered by such LIFFE Indemnitees arising out of, or in connection with, any third party Claim to the extent such Claim is based upon or arises out of: (a) the CBOT’s 's material breach of this Agreement or any part hereof; (b) the gross negligence or willful misconduct of the CBOT, any Affiliate of the CBOT, any Hosted Exchange, any Affiliate of any Hosted Exchangeits Affiliates, or any Market Participant (collectively, the “CBOT Parties”)Members or other Sublicensees; (c) CBOT the CBOT's Property or LIFFE’s 's use thereof; (d) the CBOT's use of the Licensed Technology in contravention of this Agreement by or on behalf of any CBOT PartyAgreement; (e) any breach by any CBOT Party Member, other Sublicensee, or Contractor (as that term is defined Schedule E) of any Interface Sublicense Agreement or Interface Sublicense and Connection Agreement; or (f) a breach of any Hosting Agreement by any of the Hosted Exchanges or the CBOT (excluding any such breach by the CBOT which is the direct result of LIFFE’s breach of this Agreement, the Managed Services Agreement, the Development Services Agreement and/or the Relocation Services Agreement or of LIFFE’s gross negligence or willful misconduct); (g) any Claim that the License, the Licensed Technology provided hereunder, or the use thereof by or on behalf of any the CBOT Partyor Sublicensees, infringes or otherwise violates the Xxxxxx/eSpeed Patent; (h) the CBOT [**] Products, including the listing, maintenance, and/or trading of the CBOT [**] Products; (i) any Claim that the offering by the CBOT of CBOT [**] Products for trading on the CBOT Electronic Exchange infringes or otherwise violates the [**]; or (j) any suspension or termination, as permitted under this Agreement and/or the Managed Services Agreement, of the License granted pursuant to Section 2.1(c) and/or of any Hosting Services; provided that (i) LIFFE shall take no action which LIFFE, in its reasonable judgment, believes would be contrary to the CBOT’s 's interests relative to the Claim; (ii) the CBOT (or any Person acting on behalf of or authorized by the CBOT), at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the Claim or the settlement or other compromise thereof; (iii) LIFFE shall give the CBOT (and any Person acting on behalf of or authorized by the CBOT) all reasonable assistance in connection therewith at the CBOT’s 's reasonable expense; and (iv) LIFFE shall use good faith efforts to notify the CBOT as soon as possible, but in any event within five (5) Business Days, after LIFFE becomes aware of the Claim. Notwithstanding the foregoing, CBOT shall have no obligation to defend, indemnify, or hold any LIFFE Indemnitee harmless from or against any Losses incurred or suffered by such LIFFE Indemnitee as a result of the gross negligence or willful misconduct of the LIFFE Indemnitee.

By the CBOT. The CBOT shall defend, indemnify and hold LIFFE, its Affiliates, and the officers, directors, employees, agents, and representatives of LIFFE and its Affiliates (“LIFFE Indemnitees”) harmless from and against all Losses incurred or suffered by such LIFFE Indemnitees arising out of, or in connection with, any third party Claim to the extent such Claim is based upon or arises out of: (a) the CBOT’s material breach of this Agreement or any part hereof; (b) the gross negligence or willful misconduct of the CBOT, any Affiliate of the CBOT, any Hosted Exchange, any Affiliate of any Hosted Exchangeits Affiliates, or any Market Participant (collectively, the “CBOT Parties”)Members or other Sublicensees; (c) CBOT the CBOT’s Property or LIFFE’s use thereof; (d) the CBOT’s use of the Licensed Technology in contravention of this Agreement by or on behalf of any CBOT PartyAgreement; (e) any breach by any CBOT Party Member, other Sublicensee, or Contractor (as that term is defined Schedule E) of any Interface Sublicense Agreement or Interface Sublicense and Connection Agreement; (f) a breach of any Hosting Agreement by any of the Hosted Exchanges or the CBOT (excluding any such breach by the CBOT which is the direct result of LIFFE’s breach of this Agreement, the Managed Services Agreement, the Development Services Agreement and/or the Relocation Services Agreement or of LIFFE’s gross negligence or willful misconduct); (g) any Claim that the License, the Licensed Technology provided hereunder, or the use thereof by or on behalf of any the CBOT Partyor Sublicensees, infringes or otherwise violates the Xxxxxx/eSpeed Patent; (hg) the CBOT [**] Products, including the AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**]. Confidential Treatment Requested by CBOT Holdings, Inc. listing, maintenance, and/or trading of the CBOT [**] Products; or (ih) any Claim that the offering by the CBOT of CBOT [**] Products for trading on the CBOT Electronic Exchange infringes or otherwise violates the [**]; or (j) any suspension or termination, as permitted under this Agreement and/or the Managed Services Agreement, of the License granted pursuant to Section 2.1(c) and/or of any Hosting Services; provided that (i) LIFFE shall take no action which LIFFE, in its reasonable judgment, believes would be contrary to the CBOT’s interests relative to the Claim; (ii) the CBOT (or any Person acting on behalf of or authorized by the CBOT), at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the Claim or the settlement or other compromise thereof; (iii) LIFFE shall give the CBOT (and any Person acting on behalf of or authorized by the CBOT) all reasonable assistance in connection therewith at the CBOT’s reasonable expense; and (iv) LIFFE shall use good faith efforts to notify the CBOT as soon as possible, but in any event within five (5) Business Days, after LIFFE becomes aware of the Claim. Notwithstanding the foregoing, CBOT shall have no obligation to defend, indemnify, or hold any LIFFE Indemnitee harmless from or against any Losses incurred or suffered by such LIFFE Indemnitee as a result of the gross negligence or willful misconduct of the LIFFE Indemnitee.

By the CBOT. The CBOT shall defend, indemnify and hold LIFFE, its Affiliates, and the officers, directors, employees, agents, and representatives of LIFFE and its Affiliates (“LIFFE Indemnitees”) harmless from and against all Losses incurred or suffered by such LIFFE Indemnitees arising out of, or in connection with, any third party Claim to the extent such Claim is based upon or arises out of: (a) the CBOT’s material breach of this Agreement or any part hereof; (b) the gross negligence or willful misconduct of the CBOT, any Affiliate of the CBOT, any Hosted Exchange, any Affiliate of any Hosted Exchangeits Affiliates, or any Members or Market Participant (collectively, the “CBOT Parties”)Participants; (c) CBOT the CBOT’s Property or LIFFE’s use thereof; (d) the CBOT’s use of the Licensed AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**]. Technology in contravention of this Agreement by or on behalf of any CBOT PartyAgreement; (e) any breach violation by any CBOT Party Market Participant of the restrictions set forth in Section 3.3.4; or Contractor (as that term is defined Schedule E) of any Interface Sublicense Agreement or Interface Sublicense and Connection Agreement; (f) a breach of any Hosting Agreement by any of the Hosted Exchanges or the CBOT (excluding any such breach by the CBOT which is the direct result of LIFFE’s breach of this Agreement, the Managed Services Agreement, the Development Services Agreement and/or the Relocation Services Agreement or of LIFFE’s gross negligence or willful misconduct); (g) any Claim that the LicenseServices provided hereunder, the Equipment or the Licensed Technology provided hereunder, or the use thereof by or on behalf of any the CBOT Partyor Market Participants, infringes or otherwise violates the Xxxxxx/eSpeed Patent; (h) the CBOT [**] Products, including the listing, maintenance, and/or trading of the CBOT [**] Products; (i) any Claim that the offering by the CBOT of CBOT [**] Products for trading on the CBOT Electronic Exchange infringes or otherwise violates the [**]; or (j) any suspension or termination, as permitted under this Agreement and/or the Managed Services Agreement, of the License granted pursuant to Section 2.1(c) and/or of any Hosting Services; provided that (i) LIFFE shall take no action which LIFFE, in its reasonable judgment, believes would be contrary to the CBOT’s interests relative to the Claim; (ii) the CBOT (or any Person acting on behalf of or authorized by the CBOT), at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the Claim or the settlement or other compromise thereof; (iii) LIFFE shall give the CBOT (and any Person acting on behalf of or authorized by the CBOT) all reasonable assistance in connection therewith at the CBOT’s reasonable expense; and (iv) LIFFE shall use good faith efforts to notify the CBOT as soon as possible, but in any event within five (5) Business Days, after LIFFE becomes aware of the Claim. Notwithstanding the foregoing, the CBOT shall have no obligation to defend, indemnify, or hold any LIFFE Indemnitee harmless from or against any Losses incurred or suffered by such LIFFE Indemnitee as a result of the gross negligence or willful misconduct of the LIFFE Indemnitee.

By the CBOT. The CBOT shall defend, indemnify and hold LIFFE, its Affiliates, and the officers, directors, employees, agents, and representatives of LIFFE and its Affiliates (“"LIFFE Indemnitees”") harmless from and against all Losses incurred or suffered by such LIFFE Indemnitees arising out of, or in connection with, any third party Claim to the extent such Claim is based upon or arises out of: (a) the CBOT’s 's material breach of this Agreement or any part hereof; (b) the gross negligence or willful misconduct of the CBOT, any Affiliate of the CBOT, any Hosted Exchange, any Affiliate of any Hosted Exchangeits Affiliates, or any Members or Market Participant (collectively, the “CBOT Parties”)Participants; (c) CBOT the CBOT's Property or LIFFE’s 's use thereof; (d) the CBOT's use of the Licensed Technology in contravention of this Agreement by or on behalf of any CBOT PartyAgreement; (e) any breach violation by any CBOT Party Market Participant of the Confidential Information Omitted and Filed Separately with the Commission. Omitted Portions Indicated by [**]. restrictions set forth in Section 3.3.4; or Contractor (as that term is defined Schedule E) of any Interface Sublicense Agreement or Interface Sublicense and Connection Agreement; (f) a breach of any Hosting Agreement by any of the Hosted Exchanges or the CBOT (excluding any such breach by the CBOT which is the direct result of LIFFE’s breach of this Agreement, the Managed Services Agreement, the Development Services Agreement and/or the Relocation Services Agreement or of LIFFE’s gross negligence or willful misconduct); (g) any Claim that the LicenseServices provided hereunder, the Equipment or the Licensed Technology provided hereunder, or the use thereof by or on behalf of any the CBOT Partyor Market Participants, infringes or otherwise violates the Xxxxxx/eSpeed Patent; (h) the CBOT [**] Products, including the listing, maintenance, and/or trading of the CBOT [**] Products; (i) any Claim that the offering by the CBOT of CBOT [**] Products for trading on the CBOT Electronic Exchange infringes or otherwise violates the [**]; or (j) any suspension or termination, as permitted under this Agreement and/or the Managed Services Agreement, of the License granted pursuant to Section 2.1(c) and/or of any Hosting Services; provided that (i) LIFFE shall take no action which LIFFE, in its reasonable judgment, believes would be contrary to the CBOT’s 's interests relative to the Claim; (ii) the CBOT (or any Person acting on behalf of or authorized by the CBOT), at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the Claim or the settlement or other compromise thereof; (iii) LIFFE shall give the CBOT (and any Person acting on behalf of or authorized by the CBOT) all reasonable assistance in connection therewith at the CBOT’s 's reasonable expense; and (iv) LIFFE shall use good faith efforts to notify the CBOT as soon as possible, but in any event within five (5) Business Days, after LIFFE becomes aware of the Claim. Notwithstanding the foregoing, the CBOT shall have no obligation to defend, indemnify, or hold any LIFFE Indemnitee harmless from or against any Losses incurred or suffered by such LIFFE Indemnitee as a result of the gross negligence or willful misconduct of the LIFFE Indemnitee.

By the CBOT. The CBOT shall defend, indemnify and hold LIFFE, its Affiliates, and the officers, directors, employees, agents, and representatives of LIFFE and its Affiliates (“"LIFFE Indemnitees”") harmless from and against all Losses incurred or suffered by such LIFFE Indemnitees arising out of, or in connection with, any third party Claim to the extent such Claim is based upon or arises out of: (a) the CBOT’s 's material breach of this Agreement or any part hereof; (b) the gross negligence or willful misconduct of the CBOT, any Affiliate of the CBOT, any Hosted Exchange, any Affiliate of any Hosted Exchangeits Affiliates, or any Members or Market Participant (collectively, the “CBOT Parties”)Participants; (c) the CBOT Property or LIFFE’s 's use thereof; (d) the CBOT's use of the Licensed Technology Technology, the Equipment, the Core Network or the Marks in contravention of this Agreement by or on behalf of any CBOT PartyAgreement; (e) any breach violation by any CBOT Party or Contractor (as that term is defined Schedule E) Market Participant of any Interface Sublicense Agreement or Interface Sublicense and Connection Agreementthe restrictions set forth in Section 5.3.4; (f) a breach of any Hosting Agreement by any of the Hosted Exchanges or the CBOT (excluding any such breach by the CBOT which is the direct result of LIFFE’s breach of this Agreement, the Managed Services Agreement, the Development Services Agreement and/or the Relocation Services Agreement or of LIFFE’s gross negligence or willful misconduct); (g) any Claim that the LicenseServices provided hereunder, the Equipment, the Core Network or the Licensed Technology provided hereunder, or the use thereof by or on behalf of any the CBOT Partyor Market Participants, infringes or otherwise violates the Xxxxxx/eSpeed Patent; and (hg) violation of the LIFFE Core Network Acceptable Use Policy by the CBOT [**] Productsand/or any Market Participant, including the listing, maintenance, and/or trading of except that the CBOT [**] Products; shall have no obligations in respect of this Section 18.2(a), (d) or (g) with regard to any Claim to the extent such Claim is (i) any Claim that the offering based on a failure by the CBOT of CBOT [**] Products for trading on or any Market Participant to comply with the CBOT Electronic Exchange infringes or otherwise violates LIFFE Core Network Acceptable Use Policy and (ii) brought by (x) third party exchanges directly using the [**]; Core Network or (jy) any suspension third party members, independent software vendors or termination, quote vendors participating in such third party exchanges or the Euronext.liffe Exchanges (as permitted under this Agreement and/or defined in the Managed Services Software License Agreement, of ) directly using the License granted pursuant to Section 2.1(c) and/or of any Hosting ServicesCore Network; provided that (iA) LIFFE shall take no action which LIFFE, in its reasonable judgment, believes would be contrary to the CBOT’s 's interests relative to the Claim; (iiB) the CBOT (or any Person acting on behalf of or authorized by the CBOT), at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the Claim or the settlement or other compromise thereof; (iiiC) LIFFE shall give the CBOT (and any Person acting on behalf of or authorized by the CBOT) all reasonable assistance in connection therewith at the CBOT’s 's reasonable expense; and (ivD) LIFFE shall use good faith efforts to notify the CBOT as soon as possible, but in any event within five (5) Business Days, after LIFFE becomes aware of the Claim. Notwithstanding the foregoing, the CBOT shall have no obligation to defend, indemnify, or hold any LIFFE Indemnitee harmless from or against any Losses incurred or suffered by such LIFFE Indemnitee as a result of the gross negligence or willful misconduct of the LIFFE Indemnitee.