By SCA Clause Samples
By SCA. To the fullest extent permitted by law, SCA shall defend, indemnify and hold Sponsor, its subsidiaries and affiliates, and each of its directors, officers, agents and employees harmless against any and all Claims arising from or related to SCA’s use of the Sponsors trademarks, provided the specific use from which the Claim arises has not been specifically approved in advance in writing by Sponsor.
By SCA. In the event that IBM:
1. commits a material breach of this Master Agreement, which breach is not cured within thirty (30) days from the date IBM receives written notice of such material breach or such longer period as mutually agreed by the Parties in writing;
2. commits a material breach of this Master Agreement which is not capable of being cured within sixty (60) days from the date that IBM receives written notice of such breach;
3. commits multiple breaches of its duties or obligations hereunder, of which IBM received written notice of, or of which IBM knows, or reasonably should know, and which collectively constitute a material breach of this Master Agreement, and which are not cured within thirty (30) days from the date that IBM receives written notice of such breach; or
4. commits multiple breaches of its duties or obligations hereunder (for which SCA has provided prior notice) which collectively constitute a material breach of this Master Agreement (including without limitation breaches of IBM's Service Level obligations), which breach is not capable of being cured within sixty (60) days from the date that IBM receives written notice of such breach; then SCA may, by giving written notice to IBM within sixty (60) days after the material breach or the last breach in the case of multiple breaches which collectively constitute a material breach, terminate this Master Agreement, in whole or in relevant part by Services Tower, as of a date specified in the notice of termination, without payment of any Wind Down Expenses, unrecovered Pre-Paid Charges, or other termination charges. If SCA chooses to terminate this Master Agreement in part, the Fees payable under this Master Agreement will be equitably adjusted to reflect those Services that are terminated.