APPROVALS AND INSPECTIONS AS ARE REQUIRED OF CSC TO
PERFORM THE SERVICES AND CSC'S OTHER OBLIGATIONS UNDER THIS AGREEMENT.
17.4
NO ADDITIONAL REPRESENTATIONS AND WARRANTIES
17.4.1
THE MATERIALS, EQUIPMENT, SOFTWARE, TEXTRON FACILITIES, ASSIGNED
CONTRACTS, TEXTRON INFORMATION AND OTHER ASSETS OR RESOURCES TO BE TRANSFERRED,
LICENSED, PROVIDED OR OTHERWISE MADE AVAILABLE BY TEXTRON TO CSC UNDER THIS
AGREEMENT (COLLECTIVELY, THE "TEXTRON ASSETS") SHALL BE TRANSFERRED, LICENSED,
PROVIDED OR OTHERWISE MADE AVAILABLE ON AN "AS IS, WHERE IS" BASIS, AND CSC
ACKNOWLEDGES AND ACCEPTS THAT, TO THE EXTENT PERMITTED BY LAW, NO REPRESENTATION
OR WARRANTY (WHETHER EXPRESS OR IMPLIED) IS, HAS BEEN OR WILL BE MADE OR GIVEN,
BY OR ON BEHALF OF TEXTRON WITH RESPECT TO:
(A)
THE CONDITION, STATE OF REPAIR, DESIGN, QUALITY OR FITNESS FOR PURPOSE
OF ANY OF TEXTRON ASSETS; OR
(B)
THE ACCURACY, COMPLETENESS, CURRENCY, DESIGN, SUITABILITY OR EFFICACY
OF ANY OF THE MATERIALS OR TEXTRON INFORMATION PROVIDED BY TEXTRON.
50
17.4.2
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE
ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND ALL IMPLIED
WARRANTIES OR CONDITIONS (INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF
FITNESS FOR A PARTICULAR USE, MERCHANTABILITY OR NON-INFRINGEMENT) ARE HEREBY
EXPRESSLY EXCLUDED.
18.
INDEMNITIES
18.1
INDEMNITY BY CSC
CSC shall indemnify, defend and hold harmless Textron, the Service Recipients,
its and their Affiliates, and each of their respective predecessors, successors
and assigns, together with the officers, directors and employees of any of them,
from and against any Losses arising from or in connection with any of the
following:
18.1.1
ANY CLAIM, DEMAND, PROCEEDING OR OTHER ACTION (EACH A "CLAIM") BY
A THIRD PARTY THAT (A) THE PERFORMANCE OF THE SERVICES, (B) OR ANY PART OF THE
INFRASTRUCTURE SYSTEMS, ANY CSC MATERIAL OR ANY CSC SOFTWARE, (C) ANY MATERIAL
OR ANY OTHER RESOURCE PROVIDED OR USED BY CSC OR BY ANY CSC SUBCONTRACTOR OR
OTHER THIRD PARTY ON BEHALF OF CSC IN PERFORMING THE SERVICES OR ANY WORK
PRODUCT (EXCLUDING, SUBJECT TO SECTION 18.1.2, ANY TEXTRON MATERIAL AND TEXTRON
SOFTWARE), OR (D) THE POSSESSION, USE, MODIFICATION, REPRODUCTION OR
EXPLOITATION OF ANY OF THE SAME BY OR ON BEHALF OF TEXTRON IN THE INTENDED
MANNER, ACTUALLY OR ALLEGEDLY INFRINGES A THIRD PARTY'S INTELLECTUAL PROPERTY
RIGHTS OR RIGHTS WITH RESPECT TO ITS CONFIDENTIAL INFORMATION, PROVIDED THAT
SUCH CLAIM IS NOT BASED ON ITEMS OR WORK PROVIDED FOR OR SPECIFIED (IF SUCH
SPECIFICATION CANNOT BE MET IN A NONINFRINGING MANNER) BY TEXTRON, TEXTRON'S
AFFILIATES OR ITS CONTRACTORS, AND THAT THE RIGHTS CLAIMED TO HAVE BEEN VIOLATED
ARE RECOGNIZED UNDER THE LAWS APPLICABLE TO THE USE OF THE ITEM AS APPLYING TO
CSC'S ACTIONS;
18.1.2
ANY CLAIM BY A THIRD PARTY THAT ANY TEXTRON SOFTWARE OR TEXTRON
MATERIAL INFRINGES SUCH THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS IF THE CLAIM
IS BASED ON OR ATTRIBUTABLE TO THE FACT THAT CSC HAS MODIFIED, OR HAS HAD
MODIFIED BY A THIRD PARTY ACTING ON BEHALF OF CSC, ANY OF THE TEXTRON SOFTWARE
OR TEXTRON MATERIAL, OR HAS USED, MODIFIED, REPRODUCED OR