Indemnification by IBM Sample Clauses

Indemnification by IBM. If a third party claims that Materials or Base Components IBM provides to Customer infringe that party’s patent or copyright, IBM will defend the Customer and its employees, officers, and directors against that claim at IBM’s expense and pay all costs, damages, and reasonable attorneys’ fees that a court finally awards (or which IBM agrees in any final settlement), provided that Customer: a. promptly notifies IBM in writing of the claim; and b. allows IBM to control, and cooperates with IBM in, the defense and any related settlement negotiations at IBM’s expense as described above. If such a claim is made or appears likely to be made, Customer agrees to permit IBM to enable Customer to continue to use the Materials or Base Components, or to modify them, or replace them with non-infringing Materials or Base Components that are at least functionally equivalent. If IBM determines that none of these alternatives is reasonably available, Customer agrees to return the Materials or Base Components (if in Customer’s possession) to IBM on IBM’s written request. IBM will give Customer a credit equal to the amount Customer paid IBM for the applicable Materials or for use of the applicable Base Components up to a maximum of twelve months of applicable charges. This is IBM’s entire obligation to Customer with regard to any claim of infringement. Notwithstanding the foregoing, IBM is not responsible for third party claims based on: 1. anything Customer provides which is incorporated into the Materials; 2. Customer’s modification of the Materials; 3. the combination, operation, or use of the Materials with any product, data, or apparatus that IBM did not provide; or 4. non-IBM hardware, software, or data, including those that may be in the Base Components.

Indemnification by IBM. Subject to the limitations imposed by Section 11(b), IBM shall indemnify, defend, and hold harmless Athena and Athena’s directors, officers, employees, and agents from and against any and all third-party claims, suits, proceedings, damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) (all of the foregoing, collectively, “Claims”) to the extent that such Claims relate to or arise out of IBM’s (A) infringement of any intellectual property right of a third party, except to the extent that IBM is acting at Athena’s direction or resulting from Athena’s combination of the Services or any deliverable with any other intellectual property not supplied by IBM pursuant to this PSA; (B) breach of confidentiality as stated in Section 9 or of Schedule B of this PSA; (C) violation of any applicable law or regulation to which IBM is obligated to comply under this PSA; (D) breach of any of the representations and warranties of IBM in Section 13; or (E) the * of IBM or any of IBM’s directors, officers, employees, or agents.

Indemnification by IBM. If a third party claims or threatens a claim that Materials or Base Components IBM provides to Customer or uses in connection with the performance of the Services infringe that party's patent, trademark, copyright, or trade secret, then IBM will indemnify, defend and hold harmless the Customer, its Enterprise and their respective employees, officers, agents and directors against that claim or threatened claim at IBM's expense and pay all costs, damages, penalties and reasonable attorneys' fees that a court finally awards in connection with that claim (or which IBM agrees in any final settlement) provided that Customer: a. promptly notifies IBM in writing of the claim; and b. allows IBM to control, and cooperates with IBM in, the defense and any related settlement negotiations (it being understood and agreed that if Customer incurs any costs in connection with such cooperation, over and above nominal costs, IBM shall reimburse Customer therefor, such costs to potentially include, without limitation, the costs incurred by Customer in connection with depositions, responses to interrogatories, or testimony at trial or any similar proceeding, and travel costs in connection therewith; provided, however, such obligation of IBM as set forth in this parenthetical is conditioned upon Customer first obtaining IBM's consent to the incurring of such costs, such consent to be reasonably granted). If such a claim is made or appears likely to be made, Customer agrees to permit IBM to enable Customer to continue to use the Materials or Base Components, or to modify them, or replace them with non-infringing Materials or Base Components that are at least functionally equivalent. If IBM determines that none of these alternatives is reasonably available, Customer agrees to return the Materials or Base Components (if in Customer's possession) to IBM on IBM's written request. IBM will give Customer a credit equal to the amount Customer paid IBM for the applicable Materials or for use of the applicable Base Components up to a maximum of twelve (12) months of applicable charges. This is IBM's entire obligation to Customer with regard to any claim of infringement. Notwithstanding the foregoing, IBM is not responsible for third party claims based on: 1. anything Customer provides which is incorporated into the Materials; 2. Customer's modification of the Materials; 3. the combination, operation, or use of the Materials with any product, data, or apparatus that IBM did not provide; o...

Indemnification by IBM. IBM will at its expense indemnify, defend and hold harmless Solectron and its Affiliates, and their respective officers, directors, employees, agents, representatives, successors and assigns (collectively, “Solectron Indemnitees”) from and against any and all Losses suffered or incurred by any of them arising from, in connection with, or based on any of the following, wherever and whenever made: (a) Any Claim alleging unlawful discrimination, sexual harassment or wrongful termination by IBM, its Affiliates or Subcontractors, or any of their respective employees, based upon any protected class characteristic and occurring in connection with performance under this Agreement; (b) Any Claim by, on behalf of a Subcontractor or IBM Personnel arising in connection with this Agreement, or IBM’s performance or non-performance hereunder, except to the extent, if any, that Solectron is required under Section 18.4 (Indemnification By Solectron) to indemnify IBM in respect of the Claim. In the case of a Claim by employees of IBM, IBM’s indemnification of Solectron Indemnitees will be to the same extent as if the Claim was made by a person who is not an employee of IBM; Solectron/IBM Confidential (c) Any Claim relating to an alleged breach of IBM’s obligations under Section 16(CONFIDENTIALITY) to not disclose the Confidential Information of the Furnishing Party to any person, or appropriate it, for the Receiving Party’s own use or for any other person’s use or benefit except as specifically permitted by the Agreement, or any Claim relating to an alleged breach of IBM’s obligations under Section 14.6 (Compliance with Confidentiality Obligation). (d) Any Claim of alleged infringement relating to IBM’s failure to secure appropriate rights to the applicable patents held by R▇▇▇▇▇ ▇. ▇▇▇▇ or R▇▇▇▇▇ ▇. ▇▇▇▇ Technology Licensing, L.P., to the extent relating to automated transaction processing utilizing communication facilities and/or computer telephony integration with respect to the operation of any service desk or call center in a facility owned or leased by IBM (or any of its Subcontractors) and used on or after the Effective Date to process calls related to the Services; (e) Any Claim relating to: (i) an alleged breach by IBM of the warranty and covenant contained in Section 14.5 (Non-Infringement) (ii) A Third Party Product Claim (as defined in Section 14.5(c)) with respect to the Emptoris or SAP products used by IBM to perform the Services, if and to the extent that suc...

Indemnification by IBM. Customer acknowledges that IBM Credit relies on the IBM Indemnification in providing the financial accommodations to Customer hereunder.

Indemnification by IBM. If a third party claims that Materials or Base Components IBM provides to Customer infringe that party's patent, copyright, trademark, trade secret, service ▇▇▇▇, or mask work right, IBM will defend the Customer and its employees, officers, and directors against that claim at IBM's expense and pay all costs, damages, and reasonable attorneys' fees that a court finally awards (or which IBM agrees in any final settlement), provided that Customer: a. promptly notifies IBM in writing of the claim; and b. allows IBM to control, and cooperates with IBM in, the defense and any related settlement negotiations. If such a claim is made or appears likely to be made, Customer agrees to permit IBM to enable Customer to continue to use the Materials or Base Components, or to modify them, or replace them with non-infringing Materials or Base Components that are at least functionally equivalent. If IBM determines that none of these alternatives is reasonably available, Customer agrees to return the Materials or Base Components (if in Customer's possession) to IBM on IBM's written request. IBM will give Customer a credit equal to the amount Customer paid IBM for the applicable Materials or for use of the applicable Base Components up to a maximum of twelve (12) months of applicable charges. This is IBM's entire obligation to Customer with regard to any claim of infringement. Notwithstanding the foregoing, IBM is not responsible for third party claims to the extent that the infringement is the result of: 1. anything Customer provides which is incorporated into the Materials; 2. Customer's modification of the Materials; 3. the combination, operation, or use of the Materials with any product, data, or apparatus that IBM did not provide; or 4. non-IBM hardware, software, or data, including those that may be in the Base Components.

Indemnification by IBM. The Company may require, as a condition to including any Registration Shares in any registration statement filed pursuant to Section 3(a) or 3(b), that the Company shall have received an undertaking satisfactory to it from IBM to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3(c)) the Company, each director of the Company, each officer of the Company signing such registration statement, any underwriter, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about IBM as a stockholder of the Company furnished to the Company through an instrument duly executed by IBM specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer by the seller of the securities of the Company being registered.