Common use of Indemnification by Operator Clause in Contracts

Indemnification by Operator. To the extent permitted by law, Operator covenants and agrees to, and will, indemnify, defend and hold harmless Sprint Subsidiaries, their members, directors, officers, employees, affiliates and agents (the "Sprint Indemnitee(s)") from and against, and will reimburse any Sprint Indemnitee on demand for, all liabilities, direct losses or damages, claims, demands, actions, reasonable costs and expenses (including without limitation, reasonable court costs and attorneys' fees) which any of the Sprint Indemnitees may suffer, sustain, incur, pay or expend by virtue or as a result of (a) any material breach or default by Operator of any of its covenants, agreements, duties or obligations under this Agreement, including failure to perform any obligation under any Primary Lease; (b) any material breach or default of, or inaccuracy or omission in, any representation or warranty of Operator contained in this Agreement; (c) any acts, omissions, negligence or willful misconduct of Operator, its owners, members, directors, officers, employees, affiliates and agents in connection with the performance of this Agreement; (d) claims by customers of Operator or by subscribers to Operator's services; (e) actions by the FCC or other federal, state or local governmental authorities regarding the Transmission Equipment, towers and other facilities or the use of the Spectrum; (f) Operator's construction, operation, maintenance and repair of the Transmission Equipment, towers and other facilities; (g) claims of libel, slander or the infringement of copyright or the unauthorized use of any trademark, trade name or service xxxx or claims that the content of any material transmitted over the Spectrum violates any pornography, obscenity laws, or infringes privacy rights or any other claimed harm or unlawfulness arising from any transmission; and (h) claims for infringement of patents arising from Operator's use of the Spectrum.

Indemnification by Operator. To the extent permitted by lawOperator hereby agrees to defend, Operator covenants and agrees to, and will, indemnify, defend indemnify and hold harmless Sprint SubsidiariesUSA Technologies, its parent companies, subsidiaries and affiliated entities and each of their membersrespective officers, shareholders, equity owners, directors, officers, employees, affiliates representatives, licensees and agents (the "Sprint Indemnitee(seach, an “USA Technologies Indemnified Party”)") , from and against, against and will reimburse in respect of any Sprint Indemnitee on demand for, and all liabilities, direct losses or damages, claims, demands, actions, reasonable costs losses, liabilities, costs, expenses and expenses damages of any kind or nature (including without limitation, reasonable court costs and attorneys' ’ fees) which arising out of: (i) a breach of any of representation, warranty or covenant in this Agreement or the Sprint Indemnitees may suffer, sustain, incur, pay or expend Operator Processing Agreements by virtue or as a result of Operator; (aii) any material breach or default violation by Operator of any of its covenantsApplicable Law, agreementsCard Organization Rule, duties PCI SSC Data Security Standard or obligations under this AgreementUSA Technologies Policy; (iii) any claim with respect to the Operator Products or the Operator Data, including failure any claim of infringement of any intellectual property right with respect to perform any obligation under any Primary Lease; (b) any material breach the Operator Products, the Operator Data or default of, or inaccuracy or omission in, any representation or warranty USA Technologies’ exercise of Operator contained the rights granted in this Agreement; (civ) any actsclaim with respect to the End User Agreements or any claim arising from Operator’s failure to implement and perform its obligations under an End User Agreement, omissionsincluding its obligations to provide the required warranties, maintenance and support thereunder; (v) any failure by Operator to obtain applicable export licenses for resale of the Operator Products or to notify USA Technologies of the export classification of the Operator Products; (vi) any tax, penalty and interest arising from Operator’s obligations with respect to taxes hereunder; (vii) Operator’s fraud, gross negligence or willful misconduct of Operator, its owners, members, directors, officers, employees, affiliates and agents in connection with the performance of this hereunder or under any End User Agreement; (dviii) any claims of third parties arising out of or resulting from, or in connection with, the Operator Products and Operator’s services, messages, programs, promotions, advertising, infringement or any claim for libel or slander; or (ix) death, personal injury, or property damage caused by the Operator Products, Operator or any Operator personnel. An USA Technologies Indemnified Party may participate in the defense of any such claims by customers counsel of its own choosing, at its cost and expense. Operator or by subscribers shall not settle any claim without an USA Technologies Indemnified Party’s prior written consent if the settlement requires the USA Technologies Indemnified Party to Operator's services; (e) actions by the FCC or other federaltake any action, state or local governmental authorities regarding the Transmission Equipment, towers and other facilities or the use of the Spectrum; (f) Operator's construction, operation, maintenance and repair of the Transmission Equipment, towers and other facilities; (g) claims of libel, slander or the infringement of copyright or the unauthorized use of refrain from taking any trademark, trade name or service xxxx or claims that the content of any material transmitted over the Spectrum violates any pornography, obscenity lawsaction, or infringes privacy rights or admit any other claimed harm or unlawfulness arising from any transmission; and (h) claims for infringement of patents arising from Operator's use of the Spectrumliability.