Indemnification by Teradata Clause Samples

Indemnification by Teradata. Teradata shall indemnify, defend and hold harmless NCR, each member of the NCR Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “NCR Indemnitees”), from and against any and all Liabilities of the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of Teradata or any other member of the Teradata Group or any other Person to pay, perform or otherwise promptly discharge any Teradata Liabilities or Teradata Contract in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof; (b) the Teradata Business, any Teradata Liability or any Teradata Contract or any action taken or omitted to be taken in connection with any of the foregoing; (c) any breach by Teradata or any member of the Teradata Group of this Agreement or any of the Ancillary Agreements (except to the extent any Ancillary Agreement contains an express provision on the limitation of liability); and (d) 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 contained in any Information Statement or any other Disclosure Document.