Indemnity by IBM. IBM will indemnify and hold each member of the Equifax 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:
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:
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:
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:
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:
Indemnity by IBM. 51 14.2 Indemnity by Equifax........................................... 53 14.3
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:
Indemnity by IBM. IBM shall reimburse Finjan Blue for costs and expenses and damages (including but not limited to reasonable employee time and reasonable attorneys’ fees) arising from IBM’s enforcement of its agreements granting licenses under the Assigned Patents. In addition, if a third party responds to IBM litigation relating to IBM’s licensing of the Assigned Patents with a claim related to its rights under an Assigned Patent against Finjan Blue, Parent, Finjan, Inc., and Finjan Mobile, Inc., then IBM shall pay all damages or settlement amounts payable to the claimant. If the claim alleges an Assigned Patent is invalid or unenforceable, then Finjan Blue shall assume sole control of the defense of the claim at Finjan Blue’s expense. If the claim does not contest the validity or enforceability of any Assigned Patent, then IBM shall have sole control of the defense, at IBM’s expense, and Finjan Blue may participate in the defense with its own counsel at its expense.
Indemnity by IBM. IBM will defend or, at its option settle, at its expense any legal proceeding brought against TIS or its Subsidiaries by a third party to the extent it is based on a claim that portions of a Bundled Product, Toolkit or IBM Recovery Facility, other than those licensed to IBM by TIS, infringes a patent, copyright or other intellectual property right of a third party or misappropriates a third party trade secret. IBM will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that TIS: (i) provides notice of the claim promptly to IBM, (ii) gives IBM control of the defense and settlement of the claim; (iii) provides at IBM's expense reasonable assistance in the defense or settlement thereof; provided, that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts TIS, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require TIS's written consent, which consent shall not be unreasonably be withheld. TIS shall be permitted to participate in such defense and settlement proceedings at its own expense.
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
