By Sponsor i) Sponsor shall indemnify, defend and hold harmless, and hereby releases and forever discharges CRSM and all their past, present, former and/or future shareholders, officers, directors, trustees, employees, student workers, agents, attorneys, divisions, parents, subsidiaries, affiliates, successors, administrators, executors, and assigns or insurers (collectively the "CRSM Parties") from any and all claims of liability for any injury or damage to any person or property whatsoever arising from Sponsor's negligence.
ii) Sponsor shall further indemnify and hold the CRSM Parties harmless from and against any and all claims to the extent arising from any breach or default in the performance of any obligation on Sponsor's part to be performed under the terms of this Agreement, and from and against all costs, reasonable attorneys' fees, reasonable expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon.
By Sponsor. Sponsor shall indemnify, defend, and hold harmless Institution and Research Personnel (collectively, the “Institution Indemnitees”) from and against any and all liabilities, damages, losses, claims, or expenses, including court costs and reasonable attorneys’ fees (“Losses”) resulting from any third party claims, actions or proceedings, including claims seeking compensation for bodily injury or death of any Study subject enrolled in the Study to the extent that such injury or death was directly caused by the Study Drug, and provided that the Study Drug was used in accordance with the Protocol and this Agreement, but solely to the extent that such Losses do not arise out of or in connection with any Institution Indemnitee’s (a) wrongful or negligent actions or omissions, or willful misconduct or other misuse of the Study Drug; (b) failure to follow any applicable federal, state or local laws, regulations and guidelines, or to conform to reasonable and prudent clinical practices, including GCPs as applicable to drug studies; (c) failure to follow the Protocol, instructions, or other information provided by or on behalf of Sponsor to the Institution Indemnitees; (d) any case in which written informed consent of the Study subject was not obtained (e) Study subject’s underlying or preexisting conditions or prior treatment for the underlying or preexisting condition.
By Sponsor. Sponsor hereby assumes full and complete responsibility and liability for the content of all its advertising copy, and for all other work performed or required to be performed by Sponsor under this Sponsorship Agreement, and agrees that all of the foregoing shall be at Sponsor’s sole risk. Sponsor agrees to defend, indemnify, and hold harmless the School District (including their present and future board members, officers, administrators, employees, stakeholders, other representatives, successors and assigns and their respective subsidiaries, affiliates, partners, officers, directors, employees, stakeholders, shareholders, agents, other representatives, successors and assigns) from and against any and all losses, liabilities, damages, claims, demands, suits, and judgments (including, without limitation, attorneys’ fees and the costs of any legal action) arising out of (i) the use of any trademark, service xxxx, logo, design, and other intellectual property right materials provided by Sponsor; (ii) the character, content, and subject matter of any advertising copy displayed by Sponsor; (iii) the design of Sponsor’s advertising or signage; and (iv) any breach of this Sponsorship Agreement by Sponsor. Sponsor fully and forever waives, discharges, and releases the School District from any and all losses, liabilities, damages, claims, demands, suits, and judgments (including, without limitation, attorneys’ fees and the costs of any legal action) arising out of or related to any matter described in clauses (i) through (iv) above.
By Sponsor. Sponsor shall indemnify, defend and hold harmless Hospital and Hospital's officers, directors, trustees, employees, Investigator and any Co-Investigators (the "Hospital Indemnities") from and against any and all liabilities, damages, losses, claims or expenses (including reasonable attorneys' fees) incurred by or imposed upon the Hospital Indemnities, or any one of them, that result from any allegation that the Device was defective or the negligence of Sponsor in connection with the Clinical Study, except to the extent such liability, damage, loss, claim or expense is attributable to (a) prior treatment giving rise to the condition for which the Device is used, (b) the negligence of one or more of the Hospital Indemnities, (c) any failure of one or more of the Hospital Indemnities to adhere strictly to the terms of the Protocol or to follow good Study ID: HW002 May 2006 clinical practices or (d) a breach of any applicable local law, rule, regulation or practice by one or more of the Hospital Indemnities.
By Sponsor. The Custodian and the Sponsor agree that the Sponsor may effect substitution of Fund Shares as provided in paragraph III(C) below.
By Sponsor. The Sponsor may effect substitution of Fund Shares as provided in Section III(C), below.
By Sponsor. Sponsor represents and warrants to Forty Niners SC the following:
(i) Sponsor is a corporation in good standing under the laws of the State of Delaware and is duly authorized to transact business in the State of California with full power and authority to enter into and fully perform its obligations under this Agreement. The execution and delivery of this Agreement on behalf of Sponsor has been duly authorized by Sponsor and, no consent or approval of any other person or entity is required for execution of and performance by Sponsor of this Agreement.
(ii) Neither this Agreement nor anything required to be done hereunder by Sponsor violates any corporate charter, contract, or other document to which Sponsor is a party or by which it is otherwise bound.
(iii) Sponsor has not granted any rights pertaining to the subject matter of this Agreement to any party in a manner which would cause Sponsor to be in default under any such agreement or which prevents Sponsor from entering into this Agreement.
(iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby (a) are within the authority of Sponsor, and (b) do not conflict with or result in any breach or contravention of any provision of applicable law.
(v) There are no actions, suits, proceedings or investigations of any kind ending or threatened against Sponsor with respect to the transactions contemplated hereby.
(vi) Sponsor is the sole owner of all right, title and interest in and to the Sponsor Marks.
By Sponsor. During the reten- tion period set forth in Section 9 (c), Site shall make available to Sponsor or its designee the Trial facilities, the Trial Staff Members and Principal Investigator, and, subject to Law, all Trial Documentation for purposes of review- ing, auditing and copying upon reasonable ad- xxxxx notice during regular business hours. Site shall, and shall cause its employees and representatives to, cooperate with any and all activities contemplated by this Section 13(b) and shall ensure timely access to requested facilities, personnel and documentation.
By Sponsor. In the event Principal Investigator is unable to continue supervision of the Research Program for a period in excess of sixty (60) days, St. Jude shall so notify Sponsor and may nominate a replacement. If St. Jude does not nominate a replacement or if that replacement is unsatisfactory to Sponsor, Sponsor may terminate this Agreement upon thirty (30) days written notice to St. Jude. In the event St. Jude fails to meet its obligations under this Agreement and shall fail to remedy these failures within sixty (60) days after receipt of written notification thereof, Sponsor shall have the option of terminating this Agreement upon written notice thereof, and such right to terminate shall be Sponsor's sole remedy at law or in equity. If this Agreement is terminated by Sponsor due to St. Jude's failure to meet its obligations hereunder, St. Jude shall repay to Sponsor the uncommitted balance, if any, of the Research Program funding which was paid by Sponsor to St. Jude pursuant to Paragraph 4. Any other termination of this Agreement by Sponsor shall not relieve Sponsor of its obligation to pay any monies due or owing to St. Jude at the time of such termination and shall not impair any accrued right of St. Jude. This Agreement may be terminated by either party at any time upon thirty (30) days advance written notice to the other party.
By Sponsor. Sponsor represents and warrants that it will fulfill its obligations hereunder in a professional and timely manner with reasonable skill and care. Sponsor shall comply with all applicable statutes, ordinances, regulations, and laws of all federal, state, county, municipal, or local governments. Sponsor has the full power, authority, ability, and legal right to execute and deliver the agreement and perform all of its obligations thereunder and under these terms and conditions, and that there are no pending or threatened claims or litigation which would or might interfere therewith. Sponsor further represents and warrants that any materials or information it provides or uses hereunder, in whole or in part, do not violate the rights of any third party whatsoever.
