Common use of Indemnification by Compuware Clause in Contracts

Indemnification by Compuware. Except as otherwise provided in this Agreement, Compuware shall, for itself and as agent for each Compuware Entity, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless each Covisint Indemnified Person from and against, and shall reimburse such Covisint Indemnified Person with respect to, any and all Losses that any third party seeks to impose upon the Covisint Indemnified Person, or which are imposed upon the Covisint Indemnified Person, and that, following the Effective Date, relate to, arise or result from, any of the following items (without duplication): (a) any material breach by any Compuware Entity of this Agreement; and (b) the gross negligence, bad faith or willful misconduct of any Compuware Indemnified Person in connection with the Compuware Services rendered or to be rendered by, or granted or to be granted by any Compuware Indemnified Person pursuant to this Agreement or the transactions contemplated by this Agreement. In the event that any Compuware Entity makes a payment to a Covisint Indemnified Person hereunder, and such Covisint Indemnified Person subsequently diminishes the Loss on account of which such payment was made, either directly or through a third-party recovery (other than a recovery indirectly from Covisint), Covisint will promptly repay (or will cause such Covisint Indemnified Person to promptly repay) such Compuware Entity the amount by which the payment made by such Compuware Entity exceeds the actual cost of the associated indemnified Loss.

Indemnification by Compuware. Except as otherwise provided in this Agreement, Compuware shall, for itself and as agent for each the Compuware EntityEntities, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless each the Covisint Indemnified Person Indemnitees from and against, and shall reimburse such Covisint Indemnified Person Indemnitee with respect to, any and all Losses that any third party seeks to impose upon the Covisint Indemnified PersonIndemnitees, or which are imposed upon the Covisint Indemnified PersonIndemnitees, and that, following the Effective Date, that relate to, arise or result from, whether prior to or following the Effective Date, with any of the following items (without duplication): (a) any Compuware Liability; (b) any material breach by any Compuware Entity of this AgreementAgreement or any of the Intercompany Agreements; and (bc) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the Registration Statement provided by Compuware specifically for inclusion therein to the extent such information pertains to (x) the gross negligenceCompuware Entities or (y) the Compuware Business and (ii) provided by Compuware to Covisint specifically for inclusion in Covisint’s annual or quarterly reports following the IPO Date to the extent (A) such information pertains to (x) a Compuware Entity or (y) the Compuware Business or (B) Covisint has provided prior written notice to Compuware that such information will be included in one or more annual or quarterly reports, bad faith specifying how such information will be presented, and the information is included in such annual or willful misconduct quarterly reports; provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any Compuware Indemnified Person in connection with the Compuware Services rendered Covisint Entity, including as a result of any misstatement or to be rendered by, or granted or to be granted omission of any information by any Compuware Indemnified Person pursuant Covisint Entity to this Agreement or the transactions contemplated by this AgreementCompuware. In the event that any Compuware Entity makes a payment to a the Covisint Indemnified Person Indemnitees hereunder, and such any of the Covisint Indemnified Person Indemnitees subsequently diminishes the Loss on account of which such payment was made, either directly or through a third-party recovery (other than a recovery indirectly from Covisint), Covisint will promptly repay (or will cause such a Covisint Indemnified Person Indemnitee to promptly repay) such Compuware Entity the amount by which the payment made by such Compuware Entity exceeds the actual cost of the associated indemnified Loss.

Indemnification by Compuware. Except as otherwise provided in this Agreement, Compuware shall, for itself and as agent for each Compuware Entity, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless each Covisint Indemnified Person from and against, and shall reimburse such Covisint Indemnified Person with respect to, any and all Losses that any third party seeks to impose upon the Covisint Indemnified Person, or which are imposed upon the Covisint Indemnified Person, and that, following the Effective Date, relate to, arise or result from, whether prior to or following the Effective Date, any of the following items (without duplication): (a) any material breach by any Compuware Entity of this Agreement; and (b) the gross negligence, bad faith or willful misconduct of any Compuware Indemnified Person in connection with the Compuware Covisint Hosted Services rendered or to be rendered by, or granted or to be granted by any Compuware Indemnified Person provided pursuant to this Agreement or the transactions contemplated by this Agreement. In the event that any Compuware Entity makes a payment to a Covisint Indemnified Person hereunder, and such Covisint Indemnified Person subsequently diminishes the Loss on account of which such payment was made, either directly or through a third-party recovery (other than a recovery indirectly from Covisint), Covisint will promptly repay (or will cause such Covisint Indemnified Person to promptly repay) such Compuware Entity the amount by which the payment made by such Compuware Entity exceeds the actual cost of the associated indemnified Loss.

Indemnification by Compuware. Except as otherwise provided in this Agreement, Compuware shall, for itself and as agent for each Compuware Entity, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless each Covisint Indemnified Person from and against, and shall reimburse such Covisint Indemnified Person with respect to, any and all Losses that any third party seeks to impose upon the Covisint Indemnified Person, or which are imposed upon the Covisint Indemnified Person, and that, following the Effective Date, relate to, arise or result from, from any of the following items (without duplication): (a) any material breach by any Compuware Entity of this Agreement; and (b) the gross negligence, bad faith faith, or willful misconduct of any Compuware Indemnified Person in connection with the Compuware Services rendered or to be rendered by, or granted or to be granted by any Compuware Indemnified Person pursuant to this Agreement or the transactions contemplated by this Agreement. In the event that any Compuware Entity makes a payment to a Covisint Indemnified Person hereunder, and such Covisint Indemnified Person subsequently diminishes the Loss on account of which such payment was made, either directly or through a third-party recovery (other than a recovery indirectly from Covisint), Covisint will promptly repay (or will cause such Covisint Indemnified Person to promptly repay) such Compuware Entity the amount by which the payment made by such Compuware Entity exceeds the actual cost of the associated indemnified Loss.