By Northern Trust. Northern Trust represents and warrants that: (1) it is an Illinois state bank; (2) it has all requisite power and authority to execute, deliver, and perform its obligations hereunder; (3) the execution, delivery, and performance of this Agreement are duly authorized; (4) any approval, authorization, or consent of any government or regulatory agency, or notice or filing required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement shall be obtained or filed prior to the Effective Date, or immediately upon notice that such approval, authorization, consent, notice, or filing is required; (5) it shall comply with all applicable Federal, state, and local laws and regulations, and shall obtain all applicable permits and licenses in connection with its obligations under this Agreement; (6) as of the Effective Date, it has not disclosed any Fiserv Information; (7) as of Conversion, Designated Services shall not, and Northern Trust Proprietary Software does not, infringe any third party proprietary rights; (8) no outstanding litigation, arbitration, or other dispute to which Northern Trust is a party exists that, if decided unfavorably to Northern Trust, would have a material adverse effect on Northern Trust's ability to fulfill its obligations under this Agreement; (9) it shall not incorporate into any Northern Trust Software or Developed Software any (a) automatic shut-off devices or "time bombs"; or (b) computer viruses or coding intended to corrupt, delete, or otherwise render Fiserv Systems inaccessible; (10) to the knowledge of Northern Trust, no circumstances of non-compliance by Northern Trust with any external audit or regulatory authority exist as of the Effective Date; (11) Northern Trust will not incur any additional costs or expenses in connection with its performance of Designated Services from the Agreement Date to the Effective Date, except (a) in the ordinary course of business consistent with past practice; or (b) as otherwise provided under this Agreement; and (12) contracts and agreements listed in Exhibit 15.1, Exhibit 15.2, and Exhibit 15.6 represent all of the contractual arrangements used by Northern Trust as of the Effective Date in order to perform services that are Designated Services under this Agreement, other than contractual arrangements that (a) involve the payment by Northern Trust of less than $10,000 annually; (b) can be terminated within 30 days after giving notice of termina...
By Northern Trust. Northern Trust shall indemnify Fiserv, Fiserv Agents, and Fiserv's officers, employees and directors from, and defend Fiserv, Fiserv Agents, and Fiserv's officers, employees and directors against, any losses, liabilities, and damages (including taxes and related penalties) and all related costs and expenses, including, reasonable attorneys' fees and expenses and costs of litigation, settlement, judgment, appeal, interest, and penalties as relates to either party ("Losses") arising out of or relating to (1) any claim by a third party that Northern Trust Proprietary Software, Developed Software developed by Northern Trust or Northern Trust Agents, or Northern Trust Systems infringe on any third party's proprietary rights (except as may have been caused by a modification by Fiserv or Fiserv Agents); (2) any claim by a third party in respect of services or systems provided by Northern Trust to such third party; (3) any claim based on a Northern Trust act or omission in its capacity as an employer and arising out of or relating to (a) Federal, state, or other laws or regulations for the
By Northern Trust. Subject to Section 8.3 below, Northern Trust hereby ----------------- agrees to indemnify, defend and hold Bottomline, its Affiliates, officers, directors, employees and agents (the "Bottomline Indemnified Parties") harmless ------------------------------ against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) ("Damages") reasonably incurred by the Bottomline Indemnified Parties arising in connection with (a) any material breach by Northern Trust of any obligation, representation or warranty in this Agreement; (b) any breach by Northern Trust prior to the date hereof of any obligation to any third party under a Software Contract; (c) the infringement by the Software (or any other software or technology developed by or for or owned by Northern Trust as of the Effective Date and provided to Bottomline in accordance with this Agreement) of any Intellectual Property rights of any third party based on patents issued or copyrights, trademarks or trade secrets in existence as of the Effective Date, unless the claim of infringement is related to any Development Work or is related to any other modification made to the Intellectual Property after the Effective Date (other than the Funded Development Work, which indemnity is addressed in Section 3.2 above) in which case no indemnity by Northern Trust shall be required with respect to such claim.
By Northern Trust. Northern Trust shall indemnify, defend and hold harmless each of Fiserv, the Fiserv Agents, and their respective affiliates, officers, employees and directors from and against any claims, losses, liabilities, and damages (including taxes and related penalties) and all related costs and expenses, including, reasonable attorneys’ fees and expenses and costs of litigation, settlement, judgment, appeal, interest, and penalties as relates to either party (“Losses”) arising out of or relating to (1) any claim by a third party that Northern Trust Proprietary Software, Developed Software developed by Northern Trust or Northern Trust Agents or Northern Trust Systems infringe on any third party’s proprietary rights (except as may have been caused by a modification by Fiserv or Fiserv Agents); (2) any claim by a third party in respect of services or systems provided by Northern Trust to such third party; (3) any claim based on the personal injury (including death) or damage to property received or sustained (a) by reason of any act or omission, whether negligent or otherwise, to the extent caused by Northern Trust or Northern Trust Agents; and (b) at any Northern Trust locations, including premises owned or leased by Northern Trust, or other Northern Trust property to the extent not licensed or sublet to Fiserv or otherwise used by Fiserv; (4) except as may arise pursuant to Section 24.2(1), any claim against Fiserv by a third party arising out of Northern Trust’s or Northern Trust’s Agents’ use of any Northern Trust Third Party Software; (5) any costs incurred by Fiserv resulting from a breach of a Northern Trust representation or warranty in this Agreement; (6) fees and expenses incurred in enforcement of this indemnity by Fiserv and (7) any claim against Fiserv by a third party arising out of Fiserv’s creation of a Substitute Check (as that term is defined in the Check Clearing for the 21st Century Act, known as Check 21) at Northern Trust’s request, unless such claim, liability, loss or damage arises out of Fiserv’s negligence or willful misconduct or out of Fiserv’s Agents’ negligence or willful misconduct. Northern Trust acknowledges and agrees that it is the Reconverting Bank and may be the Truncating Bank (as defined in Check 21) and is responsible for all warranties and indemnifications of a Reconverting Bank as set forth in Check 21. Fiserv shall have no obligation to verify the accuracy of information provided to Fiserv by Northern Trust to create Substitu...
