Common use of Indemnification by Sponsor Clause in Contracts

Indemnification by Sponsor. Sponsor will indemnify, defend, and hold harmless MSKCC, and its trustees, officers, professional staff, employees, agents, successors, heirs and assigns (“MSKCC Indemnitees”) from and against: (a) All third party claims, debts, liabilities and obligations which arise from or are alleged to arise from [***]; or [***]; (b) Any damage or deficiency resulting directly or indirectly from any [***]; and (c) All third party other actions, suits, proceedings, demands, assessments, adjustments, costs and expenses incident to the foregoing, including actual attorneys’ fees and other out-of-pocket expenses. This indemnification will not apply to the extent that the claims, debts, liabilities, obligations, damages, deficiencies or expenses (collectively “Claims”) for which indemnification is sought under this Agreement are caused by the [***].

Indemnification by Sponsor. Sponsor will indemnify, defend, and hold harmless MSKCC, and its trustees, officers, professional staff, employees, agents, successors, heirs and assigns (“MSKCC Indemnitees”) from and against: (a) All third party claims, debts, liabilities and obligations which arise from or are alleged to arise from i) [***]; or ii) [***]; (b) Any damage or deficiency resulting directly or indirectly from any [***]; and (c) All third party other actions, suits, proceedings, demands, assessments, adjustments, costs and expenses incident to the foregoing, including actual attorneys’ fees and other out-of-pocket expenses. This indemnification will not apply to the extent that the claims, debts, liabilities, obligations, damages, deficiencies or expenses (collectively “Claims”) for which indemnification is sought under this Agreement are caused by the [***] of the MSKCC Indemnitees or are [***].