Indemnification by Sprint Sample Clauses

Indemnification by Sprint. Sprint will indemnify and defend Service Provider, Service Provider affiliates, and their respective directors, officers, agents, and employees (each, a “Service Provider Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, and reasonable attorney’s fees (collectively “Damages”) arising out of a claim by a third party against a Service Provider Indemnitee: (a) to the extent resulting from or alleged to have resulted from any act or omission of Sprint under or related to this Agreement; or (b) alleging that the Sprint Marks infringe any intellectual property right or violate any trade secret right or other right of any third party.

Indemnification by Sprint. From and after the Closing Date, Sprint will indemnify and defend NewCo, NewCo LLC and their Subsidiaries and their respective successors and assigns (the “NewCo Indemnified Persons”), on a net after-Tax basis, from and against any and all Damages incurred or suffered by any NewCo Indemnified Person arising out of, in connection with or relating to: (a) any breach or inaccuracy of any representation or warranty of Sprint in Section 7.1(d) (Sprint Assets), Section 7.7(h) (Tax Treatment of Sprint Entities), Section 7.7(i) (Sprint Qualified Liabilities) or Section 7.14 (No Obligations); (b) (i) all Taxes imposed on or measured by the income of Sprint Sub LLC, the Transfer Entities and their respective predecessors for taxable periods or portions thereof ending on or before the Closing Date; and all such Taxes of any member of an affiliated, consolidated, combined or unitary group of which Sprint or any of its Subsidiaries (including Sprint Sub LLC and any Transfer Entity or its predecessor) is or was a member on or prior to the Closing Date, including any liability imposed under Treasury Regulation Section 1.1502-6 or any similar state, local or foreign law or regulation, (ii) the sales tax liability described in items (b) and (c) on Section 7.7 of the Sprint Disclosure Schedule and (iii) any Sprint Restructuring Transfer Taxes; (c) all Liabilities of either Sprint, any Subsidiary of Sprint (including Sprint Sub LLC and any Transfer Entity) or any ERISA Affiliate of any of the foregoing which arise under or relate to any employee benefit plan (as defined in Section 3(3) of ERISA), incentive plan or other benefit arrangement of Sprint, any Subsidiary of Sprint (including any Transfer Entity, Sprint Sub LLC or any ERISA Affiliate of any of the foregoing that is subject to Title IV of ERISA, Section 302 of ERISA, Section 412 of the Code, COBRA or any other statute or regulation that imposes liability on a so-called “controlled group” basis with or without reference to any provision of Section 414 of the Code or Section 4001 of ERISA, including by reason of the Sprint’s affiliation with any of its ERISA Affiliates or NewCo being deemed a successor to any ERISA Affiliate of Sprint or any Subsidiary of Sprint (including any Transfer Entity and Sprint Sub LLC); (d) all Liabilities of Sprint Sub LLC or any Transfer Entity that do not relate primarily to the Sprint WiMAX Business and do not relate to or arise out of actions or omissions taken by NewCo or any of its Su...

Indemnification by Sprint. To the extent permitted by law, each Sprint Subsidiary covenants and agrees to, and will, indemnify, defend and hold harmless Operator, its members, directors, officers, employees, affiliates and agents (the "Operator Indemnitee(s)") from and against, and will reimburse any Operator Indemnitee on demand for, all liabilities, direct losses or damages (including the loss of use of any Spectrum and any portion of the Initial Fee and/or Monthly Fee fairly allocable to such Spectrum), claims, demands, SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 45 actions, reasonable costs and expenses (including, without limitation, reasonable court costs and attorneys' fees) which any of the Operator Indemnitees may suffer, sustain, incur, pay or expend by virtue or as a result of (a) any material breach or default by such Sprint Subsidiary of any of its covenants, agreements, duties or obligations under this Agreement; (b) any material breach or default of, or inaccuracy or omission in, any representation or warranty of such Sprint Subsidiary contained in this Agreement; (c) any acts, omissions, negligence or willful misconduct of such Sprint Subsidiary, its owners, members, directors, officers, employees, affiliates and agents in connection with the performance of this Agreement; or (d) the operation construction, maintenance or use of the Spectrum prior to the Effective Date, including but not limited to claims for infringement of patents arising from such use of the Spectrum and any claims arising from facts and circumstances occurring prior to an applicable Closing.

Indemnification by Sprint. Except as provided in Section 6.04, Sprint will indemnify and defend Embarq, each member of the Embarq Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Embarq Indemnitees”), from and against all Liabilities arising out of Third Party Claims to the extent relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud, misrepresentation or otherwise (collectively, the “Sprint Obligations”): (a) the failure of Sprint or any other member of the Sprint Group or any other Person to pay, perform or otherwise promptly discharge any Sprint Group Liabilities, whether before or after the Distribution Date; (b) any Liability of the Sprint Group other than the Embarq Group Liabilities; and (c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated in it or necessary to make the statements in it not misleading contained in the Form 10, the Information Statement or the Form S-1 (including any prospectus contained in the Form S-1), but with respect the Form 10, the Information Statement and the Form S-1 (including any prospectus contained in the Form S-1) only with respect to information set forth in Schedule 6.03(c).

Indemnification by Sprint. Sprint shall indemnify and hold harmless Shentel and its Affiliates, and their respective shareholders, directors, officers, employees and agents (the “Shentel Indemnified Persons”) from and against any and all Losses incurred or suffered by Shentel or any Shentel Indemnified Person arising out of, in connection with or relating to (i) any material breach of any of the representations or warranties made by Sprint in this Agreement, (ii) any material failure by Sprint to perform any of its covenants or agreements contained in this Agreement, or (iii) any material claims by third parties arising out of, in connection with or relating to the ownership or operation of the FCC Licenses on or after the Closing Date.

Indemnification by Sprint. Subject to the provisions of -------------------------- this

Indemnification by Sprint. Sprint will indemnify and defend Sorrent, Sorrent affiliates, and their respective directors, officers, agents, and employees (each, a “Sorrent Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, and reasonable attorney’s fees (collectively “Damages”) arising out of a claim by a third party against a Sorrent Indemnitee: (a) to the extent resulting from or alleged to have resulted from any act or omission of Sprint under or related to this Agreement; or (b) alleging that the Sprint Marks or Sprint Services, excluding any third party content contained in the Sprint Services, infringe any intellectual property right or violate any trade secret right or other right of any third party.

Indemnification by Sprint. Sprint shall indemnify and hold harmless Shentel and its Affiliates, and their respective owners, managers, directors, officers, employees and agents (the “Shentel Indemnified Persons”) from and against any and all Losses incurred or suffered by Shentel or any Shentel Indemnified Person arising out of, in connection with or relating to (i) any material breach of any of the representations or warranties made by Sprint in this Agreement, (ii) any material failure by Sprint to perform any of its covenants or agreements contained in this Agreement or (iii) any Retained Site, to the extent relating to or arising from periods at or prior to the conveyance and assignment of such Retained Site to Shentel.

Indemnification by Sprint. Sprint will indemnify, defend and hold Sprint, its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees harmless against any liability for any Claims brought by third parties arising out of: (A) any act or omission by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement in advertising Sprint’s Products or Services or in making a solicitation of, calling on or making a sale to a Customer, including without limitation misrepresentations; (B) breach of a representation or warranty by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement; (C) any violation of law by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement; or (D) any act or omission by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement that results in a loss or unauthorized disclosure or use of Sprint Information.

Indemnification by Sprint. Sprint will indemnify and defend NewCo, and each member of NewCo’s Group, and each of their respective directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each, a “NewCo Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, reasonable attorney’s fees, and court or arbitration costs (“Losses”) arising out of a claim by a Third Party against a NewCo Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of Sprint under or related to this Agreement. Sprint’s obligations under this section will be reduced, but only to the extent that the infringement or violation is caused by (i) Sprint’s implementation of specifications that were provided or requested by NewCo into the Services and such infringement or violation would not have occurred but for Sprint’s implementation of such specifications, or (ii) NewCo’s continued use of infringing Services after Sprint provides reasonable notice to NewCo of the infringement and provides to NewCo non-infringing substitute Services of substantially the same functionality and quality or, if Sprint does not have a commercially reasonable substitute available, has allowed NewCo to terminate without any early termination liability. For any third party claim that Sprint receives, or to minimize the potential for a claim, Sprint may, at its option and expense: (1) procure the right for NewCo to continue using the Services; or (2) replace or modify the Services with comparable Services, without material impact on the features, functionality or pricing of the Services and without material impact on Sprint’s ability to meet all agreed service levels for the Services; or (3) if the remedies stated in clauses (1) and (2) above are not available on commercially reasonable terms, terminate the Services on reasonable prior notice to NewCo (without the imposition of any early termination penalties on NewCo) and Sprint and NewCo will negotiate, pursuant to Section 5, to reach a written agreement on what, if any, monetary damages (in addition to Sprint’s obligation to defend the claim and pay any damages and attorneys’ fees as required above in this Section 8(a)) are reasonably owed by Sprint to NewCo as a result of NewCo no longer having use of the Services; such damages include, but are not limited to, the reasonable costs incurred by NewCo in finding services to replace the Services being termin...