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:
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”):
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. 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. 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 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:
Indemnification by Sprint. Subject to the provisions of -------------------------- this ARTICLE 16. Sprint shall indemnify, defend and hold harmless the Company and its Affiliates, and the officers, directors, shareholders, employees and agents of the Company and its Affiliates from and against all claims (including, without limitation, claims by third parties), damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively, "DAMAGES") arising out of or caused by (a) the failure of any representation or warranty made by Sprint in this Agreement to be true and correct in all respects when made, (b) any breach of any covenant, agreement or obligation of Sprint contained in this Agreement or (c) the imposition of taxes relating to the provision of Services under the terms of this Agreement, except to the extent that the Company is required to pay such taxes pursuant to SECTION 8.2 hereof and has failed to do so when legally required.
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 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:
