Common use of Consents; Indemnification; Assets Clause in Contracts

Consents; Indemnification; Assets. If the provision of any of the Services by Provider to Recipient would place Provider or any other subsidiary of Provider in violation or breach of any contract or license between any such entity and any third party, then Recipient and Provider shall use their respective commercially reasonable efforts, with all costs thereof to be borne by Recipient, to obtain forthwith any consent required for Provider to provide such Services to Recipient, and Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities relating to any claims arising from any such alleged violation or breach, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement. If, after the exercise of such efforts, such consent cannot be obtained, Provider shall use commercially reasonable efforts to provide Recipient with functionally equivalent Services with any additional costs required in providing such Services to be borne by Recipient. Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities which arise from or in any way relate to (i) the use of any software or hardware provided by Recipient or (ii) the use of any software or hardware in connection with the performance of the Services hereunder provided to Recipient, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement.

Consents; Indemnification; Assets. (a) If the provision of any of the Services by Provider to Recipient would place CFI, Provider or any other subsidiary of Provider CFI in violation or breach of any contract or license between any such entity and any third party, then Recipient and Provider shall use their respective commercially reasonable efforts, with all costs thereof to be borne by Recipient, Recipient to obtain forthwith any consent required for Provider to provide such Services to Recipient, and Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities relating to any claims arising from any such alleged violation or breach, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement. If, after the exercise of such efforts, such consent cannot be obtained, Provider shall use commercially reasonable efforts to provide Recipient with functionally equivalent Services with any additional costs required in providing such Services to be borne by Recipient. Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities which arise from or in any way relate to (i) the use of any software or hardware provided by Recipient or (ii) the use of any software or hardware in connection with the performance of the Services hereunder provided by Recipient. Notwithstanding anything to Recipientthe contrary hereunder, such indemnification this Section shall not apply to be the agreement of Recipient and Provider's parent company as provided in a like manner to the provision Section 3.1(g) of indemnification under the Distribution Agreement.

Consents; Indemnification; Assets. If the provision of any of the Services by Provider to Recipient would place Provider or any other subsidiary or affiliate of Provider in violation or breach of any contract or license between any such entity and any third party, then Recipient and Provider shall use their respective commercially reasonable efforts, with all costs thereof to be borne by Recipient, to obtain forthwith any consent required for Provider to provide such Services to Recipient, and Recipient shall indemnify and hold harmless Provider against all Losses losses and Liabilities liabilities relating to any claims arising from any such alleged violation or breach, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement. If, after the exercise of such efforts, such consent cannot be obtained, Provider shall use commercially reasonable efforts to provide Recipient with functionally equivalent Services with any additional costs required in providing such Services to be borne by Recipient. Recipient shall indemnify and hold harmless Provider against all Losses losses and Liabilities liabilities which arise from or in any way relate to (i) the use of any software or hardware provided by Recipient or (ii) the use of any software or hardware in connection with the performance of the Services hereunder provided to Recipient, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement.

Consents; Indemnification; Assets. (a) If the provision of any of the Services by Provider to Recipient would place CFI, Provider or any other subsidiary of Provider CFI in violation or breach of any contract or license (other than software licenses, which are addressed in Section 3.1(g) of the Distribution Agreement) between any such entity and any third party, then Recipient and Provider shall use their respective commercially reasonable efforts, with all costs thereof to be borne by Recipient, Recipient to obtain forthwith any consent required for Provider to provide such Services to Recipient, and Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities relating to any claims arising from any such alleged violation or breach, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement. If, after the exercise of such efforts, such consent cannot be obtained, Provider shall use commercially reasonable efforts to provide Recipient with functionally equivalent Services with any additional costs required in providing such Services to be borne by Recipient. Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities (including, without limitation, as relates to software maintenance costs to the extent not otherwise paid by Recipient as contemplated by Section 2.1) which arise from or in any way relate to (i) the use of any software or hardware provided by Recipient or (ii) the use of any software or hardware in connection with the performance of the Services hereunder provided to Recipient, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement. The provisions of this Section 1.4(a) shall not alter the agreement of Recipient and Provider's parent company as provided in Section 3.1(g) of the Distribution Agreement.

Consents; Indemnification; Assets. (a) If the provision of any of the Services by Provider to Recipient would place CFI, Provider or any other subsidiary of Provider CFI in violation or breach of any contract or license (other than software licenses, which are addressed in Section 3.1(g) of the Distribution Agreement) between any such entity and any third party, then Recipient and Provider shall use their respective commercially reasonable effortsef forts, with all costs thereof to be borne by Recipient, Recipient to obtain forthwith any consent required for Provider to provide such Services to Recipient, and Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities relating to any claims arising from any such alleged violation or breach, such indemnification to be provided in a like manner to the provision of indemnification indemni fication under the Distribution Agreement. If, after the exercise of such efforts, such consent cannot be obtainedob tained, Provider shall use commercially reasonable efforts ef forts to provide Recipient with functionally equivalent Services with any additional costs required in providing such Services to be borne by Recipient. Recipient shall indemnify and hold harmless Provider against all Losses and Liabilities (including, without limitation, as relates to software maintenance costs to the extent not otherwise paid by Recipient as contemplated by Section 2.1) which arise from or in any way relate to (i) the use of any software or hardware provided by Recipient or (ii) the use of any software or hardware in connection with the performance of the Services hereunder provided to Recipient, such indemnification to be provided in a like manner to the provision of indemnification under the Distribution Agreement. The provisions of this Section 1.4(a) shall not alter the agreement of Recipient and Provider's parent company as provided in Section 3.1(g) of the Distribution Agreement.