Indemnity by IBM. IBM will indemnify and hold each member of the Certegy Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "Indemnitee") harmless from and against any and all Losses incurred by any of them arising from or in connection with:
a) any Claims of infringement of any patent or any copyright, trademark, service mark, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any country, including without limitation, the United States, and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with Claims for copyright infringement and/or breach of software licenses related to the CERTEGY/IBM CONFIDENTIAL Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under the Agreement including, without limitation, obtaining any Required Consent for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with an Indemnitee's modification of a program or a machine provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's combination, operation or use of the services, equipment, software or other resources provided by IBM and/or its Affiliates or subcontractors with devices, data, programs or other resources not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of equipment or software provided by IBM and/or its Affiliates to such Indemnitee under a Transaction Document in a country or countries other than those countries specifically designated in the Transaction Document or a written notice to Certegy from IBM,
b) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(...
Indemnity by IBM. IBM agrees to defend, at its expense, Empire and its Affiliates and their respective officers, directors, employees, agents, successors and assigns against any and all non-Affiliated third party claims set forth below:
(a) Any claim alleging an IBM failure to observe or perform any duties or obligations to be observed or performed on or after the Effective Date by IBM under any of the contracts, including Software licenses, Equipment leases and Third Party Services Contracts, assigned to IBM or for which IBM has assumed financial, administrative or operational responsibility; provided that IBM shall not be responsible for any IBM failure due to Empire's express instruction to IBM to continue to operate under any of such contracts in violation of the duties or obligations thereunder;
(b) Any claims of infringement or misappropriation of any patent, trade secret, trademark, copyright or other proprietary rights, alleged to have occurred because of systems or other resources provided by IBM to Empire, or based upon performance of the Services by IBM; provided that:
(i) this indemnity shall apply to third party systems or third party resources unless: (A) with respect to third party systems or other third party resources provided by IBM to Empire, IBM determines that the indemnity provided by such third party with respect to such systems or other resources is more limited than the indemnity provided in this Section 18.1(b), and (B) IBM, prior to using such systems or resources, notifies Empire and requests that IBM's indemnity -77- Empire/IBM CONFIDENTIAL obligations be similarly limited as the indemnity offered by the third party and Empire approves the limited indemnity in writing; provided however, that if Empire does not approve the limited indemnity, then: (I) if IBM proceeds with providing such third party system or third party resource, then IBM shall be responsible for the indemnity set forth in this Section 18.1(b), or (II) IBM shall not provide such third party system or third party resource; provided however, that such a decision by IBM not to provide such system or resource shall not relieve IBM of its obligation to provide the Services. Notwithstanding items (I) and (II), Empire shall have the right to separately negotiate with the third party providing such limited indemnity, or any other third party, and to be legally responsible for such system or resource; and
(ii) IBM shall have no obligation to indemnify Empire if and only to the extent that...
Indemnity by IBM. IBM shall indemnify EMW from, and defend and hold EMW and its affiliates, and their respective employees, officers, and directors harmless from and against any Losses suffered, incurred or sustained by EMW or to which EMW becomes subject, resulting from, arising out of or relating to any third party claim:
(1) Relating to (a) a violation of Federal, state, local or other laws or regulations for the protection of persons or members of a protected class or category of persons by IBM, including unlawful discrimination and (b) work-related injury (except as may be covered by IBM's workers' compensation plan) or death, in each case caused by IBM.
(2) Relating to any amounts, including taxes, interest and penalties, assessed against EMW which are the obligation of IBM under this Agreement.
(3) Relating to personal injury (including death) or real or tangible personal property loss or damage resulting from IBM's acts or omissions.
(4) That any commercial IBM Proprietary Software or commercial IBM Proprietary Tool or commercial IBM-logoed Machine, infringe such third party's patent, copyright, trade xxxx, service xxxx, trade secret, domain names or any similar proprietary rights; provided however, that IBM shall have no obligation under this paragraph (4) if the claim of infringement is caused by (i) EMW's misuse or modification of the Software, Tools or Deliverable Materials, (ii) EMW's failure to use corrections or enhancements made available by IBM, (iii) EMW's use of such Software, Tools or Deliverable Materials in combination with any product or material not owned or provided by IBM or (iv) specifications, designs or requirements provided by EWM or EMW Agents.
(5) Based on an environmental claim arising out of this Agreement or as a result of the Services performed at the IBM Service Locations, except to the extent that EMW has caused the environmental damage giving rise to such claim.
(6) By an IBM customer arising from services or systems provided by IBM or IBM Agents to such IBM customer.
(7) Relating to IBM's failure to obtain, maintain or comply with the Consents and its Governmental Approvals.
Indemnity by IBM. IBM agrees to indemnify, defend and hold harmless Federal-Mogul, its Affiliates and their respective officers, directors, employees, contractors, representatives, successors and assigns from any and all Losses and threatened Losses arising from, in connection with, or based on allegations whenever made of, any of the following:
(A) Any third party claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of the New IP, the IBM IP, the IBM Equipment, Deliverables, any enhancements or modifications to the Federal-Mogul IP performed by IBM or any other resources or items provided to Federal-Mogul by IBM (collectively, “IBM Provided Resources”), or based upon performance of the Services by IBM, except to the extent such claim arises out of: (1) Federal-Mogul’s modification of the IBM Provided Resources or use of an IBM Provided Resource in other than its specified operating environment, if any (unless such modification or use was at the direction of IBM); (2) Federal-Mogul’s combination, operation or use of such IBM Provided Resources with products or resources not provided by IBM (unless such combination, operation or use was at the direction of IBM); or (3) IBM’s compliance with specifications or directions provided by Federal-Mogul to IBM;
(B) IBM’s failure to observe or perform any duties or obligations to be observed or performed on or after the applicable Management Date or Assignment Date by IBM under any of the Managed Contracts or Assigned Contracts;
(C) Any claims arising after the applicable Country Agreement Effective Date relating to: (1) a violation of Law for the protection of persons or members of a protected class or category of persons by IBM or IBM’s subcontractors or representatives, including unlawful discrimination; (2) work-related injury, except as may be covered by IBM’s workers’ compensation plan, or death caused by IBM or IBM’s subcontractors or representatives; or (3) any representations, oral or written, made by IBM or IBM’s subcontractors or representatives to Federal-Mogul’s employees, including the Seconded Employees;
(D) IBM’s failure to obtain, maintain or comply with any Required Consent or IBM’s failure to comply with the terms of any agreement relating to any of the Required Consents;
(E) Any claims relating to a breach of IBM’s obligations with respect to Federal-Mogul Confidential Information as set forth in Section 18.3 and Federal-Mogul Data as set forth ...
Indemnity by IBM. IBM agrees to indemnify, defend and hold harmless ACE and the Eligible Recipients and their respective officers, directors, employees, agents, Affiliates, successors, and assigns from any and all Losses and threatened Losses due to third party claims arising from or in connection with any of the following:
(a) IBM’s breach of any of the material representations and warranties set forth in this Agreement;
(b) IBM’s decision to terminate or failure to observe or perform any duties or obligations to be observed or performed on or after the Commencement Date by IBM under any of the contracts assigned to IBM or for which IBM has assumed financial, administrative, or operational responsibility;
(c) IBM’s failure to observe or perform any duties or obligations to be observed or performed on or after the Commencement Date by IBM under Third Party Software licenses, Equipment Leases or Third Party Contracts assigned to IBM pursuant to this Agreement, or any duties or obligations to be observed or performed by IBM after the Commencement Date;
(d) IBM’s breach of its material obligations with respect to ACE Proprietary Information;
(e) Occurrences that IBM is required to insure against pursuant to Section 16.1, to the extent of IBM’s actual coverage under its insurance policies, or in the event IBM fails to obtain the applicable insurance policy pursuant to Section 16.1, to the extent of the coverage required therein; provided, however, that this provision shall not limit ACE’s right to indemnity under any other provision of this Article 17;
(f) Infringement or alleged infringement of a patent, trade secret, copyright or other proprietary rights conferred by contract, common law or by the law of the U.S. or any state therein in contravention of IBM’s representations and warranties in Sections 15.5 and 15.6 provided that IBM shall have no obligation with respect to any Losses to the extent the same arises out of or in connection with ACE’s modification or misuse of Equipment, systems, programs or products, or ACE’s combination, operation or use with devices, data, Equipment, systems, programs or products not furnished by IBM or its subcontractors or agents; provided further that if such a claim is made or appears likely to be made, ACE agrees to permit IBM to obtain the right for ACE to continue to use such Equipment, system, program or product, or to modify it or replace it with one that is at least functionally equivalent;
(g) IBM’s acts or omissions during the inte...
Indemnity by IBM. 51 14.2 Indemnity by Equifax........................................... 53 14.3
Indemnity by IBM. IBM agrees to indemnify, defend and hold harmless MSDW and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses incurred as a result of a third-party claim arising from, in connection with, or based on allegations of:
(a) Any occurrences that IBM is required to insure against pursuant to Article 17, but only to the extent that IBM fails to provide such coverage and only to the extent of such coverage;
(b) Any infringement of any patent, trademark, trade secret, copyright or other intellectual proprietary rights, alleged to have occurred because of software, materials or other resources provided by IBM to MSDW, or based upon performance of the Services by IBM, except to the extent caused by the modification, misuse or improper combination with other products by MSDW or MSDW's Affiliates, not authorized by IBM, of such items; or
(c) Any breach of an IBM obligation under Sections 6.1 or 7.3 of the Agreement to comply with applicable lease and license terms for MSDW Equipment or Third Party Software licensed by MSDW or an MSDW Affiliate.
Indemnity by IBM. IBM will indemnify, defend and hold harmless WSI, its Affiliates and their respective officers, directors, and employees, by paying any and all Losses due to:
(a) [***]
(i) [***]
(ii) [***]
(iii) [***] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(b) for fines and penalties arising from IBM’s failure to comply with laws applicable to IBM, as provided in Section 16.2(b);
(c) third party claims relating to or arising from IBM’s failure to provide any IBM Consents in accordance with Article 8.1.;
(d) third party claims brought by WSI’s customers due to breaches of IBM’s obligations under the AECI; and
(e) (i) violation by IBM of Federal, state, local, international or other laws or regulations or any common law protecting persons or members of a protected class or category, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, unless and to the extent such violation is attributable to the wrongful action of WSI (ii) liability arising or resulting from a Hired Employee’s employment with IBM , (iii) payment of wages that become due and owing to any Hired Employee from and after such Hired Employee’s employment date with IBM, (iv) employee pension or welfare benefits of any Hired Employee which accrued from and after such Hired Employee’s employment date with IBM, (v) any aspects of any Hired Employee’s employment relationship with IBM or the termination of such relationship, including claims for breach of an express or implied contract of employment and (vi) representations (oral or written) to WSI’s employees, including the Affected Employees or other actions with respect to the Affected Employees by IBM, in connection with the selection of the Affected Employees, job offers or employment with IBM or IBM Agents or the terms and conditions of job offers with IBM or IBM Agents (including compensation and employee benefits), unless such representations were expressly authorized in writing by WSI.
Indemnity by IBM. 31 13.2 Indemnity by OTI............................................................31 13.3 Cross Indemnity and Contribution............................................32 (ii) 4 13.4 Indemnification Procedures..................................................33 13.5 Subrogation.................................................................34 13.6 Exclusive Remedy............................................................34
Indemnity by IBM. IBM agrees to indemnify, defend and hold OTI, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (the "OTI Indemnitees") harmless, in accordance with the procedures described in Section 13.4 from and against any and all Losses incurred by OTI Indemnitees arising from or in connection with:
a. any claims of infringement made against OTI Indemnitees of any Canadian patent or copyright, trademark, service mark, xxade name or similar proprietary rights, or misappropriation of a trade secret, conferred by contract or by common law or by any law of Canada or any province therein, alleged to have occurred because of equipment, systems, programs or products provided to OTI by IBM; provided, however, that IBM will have no obligation with respect to any Losses to the extent the same arise out of or in connection with OTI's modification of equipment, systems, programs or products or OTI's combination, operation or use with devices, data, equipment, systems, programs or products not furnished by IBM or its subcontractors;
b. any duties or obligations of IBM arising out of or in connection with any License accruing on or after the Commencement Date, or arising out of or in connection with any Lease or Contract accruing on or after the Assumption Date, subject to Sections 12.1(b), 12.1(c) and 3.5;
c. any amounts, including but not limited to taxes, interest and penalties assessed against the OTI Indemnitees, which are obligations of IBM pursuant to Section 6.4; and
d. any environmental claim arising out of this Agreement or a result of the Services performed at the IBM Data Centre where IBM has caused the environmental damage by actions unrelated to and unauthorized by this Agreement.
