Indemnification of Sponsor Sample Clauses

Indemnification of Sponsor. The School shall indemnify and hold harmless the Sponsor against all claims, demands, suits, or other forms of liability for personal injury, property damage, or violation of civil rights that may arise out of, or by reason of actions of the School and/or its employees, agents, and representatives.

Indemnification of Sponsor. (a) The Trust (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, the Sponsor (in its capacity as sponsor and individually) and its Affiliates and their respective directors, officers, shareholders, partners, members, managers or employees (the “Sponsor Indemnified Parties”) from and against any and all Expenses which may be imposed on, incurred by or asserted against the Sponsor Indemnified Parties in any way relating to or arising out of or in connection with the formation, operation or termination of the Trust or such Fund, the execution, delivery and performance of this Trust Agreement or any other agreements with respect to the Trust or such Fund to which the Trust is a party or the action or inaction of the Sponsor hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the gross negligence, bad faith or willful misconduct of any Sponsor Indemnified Party. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 5.9 shall survive the termination of this Trust Agreement, the resignation of the Sponsor, the dissolution or other cessation to exist of the Sponsor Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Sponsor Indemnified Party. (b) Notwithstanding the provisions of Section 5.9(a) hereof, the Sponsor Indemnified Parties and any Person acting as broker-dealer for the Trust or any Fund shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with...

Indemnification of Sponsor. The School agrees to indemnify, defend with competent counsel selected by the School and to hold the Sponsor, its members, officers, employees and agents, harmless from any and all claims, actions, costs, expenses, damages, and liabilities, including reasonable attorney’s fees, arising out of, connected with or resulting from: • the negligence, intentional wrongful act, misconduct or culpability of the School’s employees or other agents in connection with and arising out of their services within the scope of this Charter; • the School’s material breach of this Charter or law; • any failure by the School to pay its employees, contractors, suppliers or any subcontractors; • the failure of the School’s officers, directors or employees to comply with any laws, statutes, ordinances or regulations of any governmental authority or subdivision that apply to the operation of the School or the providing of educational services set forth in this Charter. However, the School shall not be obligated to indemnify the Sponsor against claims, damages, expenses or liabilities to the extent these may result from the negligence of the Sponsor, its members, officers, employees, subcontractors or others acting on its behalf. 6.1.1 The duty to indemnify for professional liability as insured by the School Leaders Errors and Omissions policy described in this Charter shall continue in full force and effect notwithstanding the expiration or early termination of this Charter with respect to any claims based on facts or conditions which occurred prior to termination. 6.1.2 In no way shall the School’s Errors and Omissions limitation on post-termination claims of professional liability impair the Sponsor’s claims to indemnification with respect to a claim for which the School is insured or for which the School should have been insured under Commercial General Liability Insurance, Automobile Liability Insurance or Employer’s Liability Insurance. 6.1.3 The School shall also indemnify, defend and protect and hold harmless against all claims and actions brought against the Sponsor by reason of any actual or alleged infringement of patent or other proprietary rights in any material, process, software, machine or appliance used by the School.

Indemnification of Sponsor. SUPPLIER agrees to defend, indemnify and hold SPONSOR and its affiliates, and its and their directors, officers, employees or agents harmless against all claims from third parties arising from: (i) any actual or alleged breach of any term of this Agreement; (ii) the actual or alleged negligent or willful actions of SUPPLIER or SUPPLIER’S subcontractors; (iii) contractual arrangements entered into by SUPPLIER with third parties; or (iv) any claim that the Services, Products or Work Product infringe on the intellectual property rights of any third party; except in each case to the extent of the negligence or willful misconduct of SPONSOR.

Indemnification of Sponsor. 9 The School, to the extent im munity may be waived pursuant to 768.28, F.S., agrees to 10 indemnify, defend with com petent counsel, selected by the School, with Sponsor’s 11 reasonable approval, and agrees to hold the Sponsor, its members, officers, employees 12 and agents, harm less from any and all claim s, actions, costs, expenses, dam ages, and 13 liabilities, including reasonable attorney’s fees, arising out of, connected with or resulting 14 from: (i) the negligence, intentional wr ongful act, m isconduct or culpability of the 15 School’s employees or other agents in connec tion with and arising out of their services 16 within the scope of this Charter; (ii) the School’s material breach of this Charter or 17 violation of law; (iii) any failure by the School to pay its em ployees, contractors, 18 suppliers, subcontractors, or any other creditors ; (iv) the failure of the School’s officers, 19 directors or employees to comply with any la ws, statutes, ordinances or regulations of 20 any governmental authority or subdivision that apply to the operation of the School or 21 the providing of educational services set forth in this Charter. However the School shall 22 not be obligated to indemnify the Sponsor against claims, damages, expenses or liabilities 24 employees, subcontractors or others acting on its behalf; and (v) Professional errors or 25 omissions, or claim s of errors or om issions, by the School em ployees, agents, or 26 Governing Board.

Indemnification of Sponsor. Medstar agrees to indemnify, defend and hold harmless Sponsor, its directors, officers, employees, representatives and agents from and against any and all third party claims, suits, losses, damages, costs, fees and expenses (including reasonable attorney’s fees), and other liabilities asserted by third parties arising out of or related to this Agreement to the extent based upon: (i) any material misrepresentation contained in or breach of any warranty made by Medstar under this Agreement or (ii) any material breach, violations or nonperformance of any covenant, condition or agreement in this Agreement by Medstar.

Indemnification of Sponsor. 1) The School agrees to indemnify and to hold harmless the Sponsor, its members, officers, employees and agents, harmless from any and all claims, actions, costs, expenses, damages, and liabilities, including reasonable attorney's fees, arising out of, connected with or resulting from: a) the negligence, intentional wrongful act, misconduct or culpability of the School's employees or other agents in connection with and arising out of their services within the scope of this Charter; b) the School's material breach of this Charter or law c) any failure by the School to pay its employees, contractors, suppliers, subcontractors, or any other creditors;

Indemnification of Sponsor. 1. Except for Sponsor’s commitment to fund as specifically set forth in Paragraph 2 of Section A, above, and if a Year 2 Components grant is awarded, Sponsor’s commitment to fund as set forth in Paragraph 4 of Section A, above, FranklinCovey shall indemnify, defend and hold Sponsor, its directors, employees and agents, harmless from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees) (“Claims”) related to or arising from FranklinCovey’s breach of its duties, obligations or representations under this Agreement or that may be made or claimed by anyone for injuries to persons or damage to property, resulting from acts or omissions of FranklinCovey or its employees or agents; or by any employees of, or subcontractors used by, FranklinCovey for injuries or damages claimed under workmen’s compensation or similar acts. FranklinCovey shall defend Sponsor against any such liability, claim or demand should Sponsor so request. Sponsor agrees to notify FranklinCovey of any written claims or demands made against Sponsor for which FranklinCovey may be liable hereunder. 2. Except for Sponsor’s commitment to fund as specifically set forth in Paragraph 2 of Section A, above, and if a Year 2 Components grant is awarded, Sponsor’s commitment to fund as set forth in Paragraph 4 of Section A, above, School shall indemnify, defend and hold Sponsor, its directors, employees and agents, harmless from and against any and all Claims related to or arising from School’s breach of its duties, obligations or representations under this Agreement or that may be made or claimed by anyone for injuries to persons or damage to property, resulting from acts or omissions of School or its employees or agents; or by any employees of, or subcontractors used by, School for injuries or damages claimed under workmen’s compensation or similar acts. School shall defend Sponsor against any such liability, claim or demand should Sponsor so request. Sponsor agrees to notify School of any written claims or demands made against Sponsor for which School may be liable hereunder.

Indemnification of Sponsor. Service Provider shall defend, indemnify and hold harmless Sponsor, its affiliates and their directors, officers, employees, representatives, and agents from and against any and all liabilities, costs and expenses to the extent arising from any third party demand, claim, action, lawsuit or other proceeding (“Claim”), except to the extent attributable to any negligent or willful act or omission or any breach of this Agreement on the part of Sponsor, CRO, its affiliates or any of its agents, employees, representatives or subcontractors, which is attributable to any negligent or willful act or omission or any breach of this Agreement on the part of Service Provider or any of its directors, officers agents, employees, representatives or subcontractors; provided, however, that: 12.1 Odškodnění zadavatele. Poskytovatel služeb bude hájit, odškodní a zbaví odpovědnosti zadavatele, jeho přidružené společnosti a jejich ředitele, vedoucí pracovníky, zaměstnance, zástupce a jednatele ve věci všech závazků, nákladů a výdajů v rozsahu vyplývajícím z jakéhokoliv požadavku, nároku, žaloby, soudního nebo jiného řízení třetí strany (dále jen „nárok“), s výjimkou rozsahu, který lze přičíst jakékoli nedbalosti nebo úmyslnému jednání nebo opomenutí nebo jakémukoli porušení této smlouvy ze strany zadavatele, CRO nebo kteréhokoli z jeho přidružené společnosti, jejich jednatelů, zaměstnanců, zástupců nebo subdodavatelů, které lze přičíst jakékoli nedbalosti nebo úmyslnému jednání nebo opomenutí nebo jakémukoli porušení této smlouvy ze strany poskytovatele služeb nebo kteréhokoli z jeho ředitelů, vedoucích pracovníků, zaměstnanců, zástupců nebo subdodavatelů; avšak za předpokladu, že: (a) Sponsor provides Service Provider with timely written notice of the Claim; and (a) zadavatel předá poskytovateli služeb včas písemné oznámení nároku; (b) Sponsor fully cooperates in the investigation and defense of any such Claim.

Indemnification of Sponsor. FSI shall indemnify and hold harmless Sponsor, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from and against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by FSI or its officers, directors, employees, or agents; (ii) any approved use of FSI’s name, logo, website, or other information, products, or services provided by FSI; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by FSI in this Agreement. This indemnity shall require the payment of costs and expenses by FSI as they occur. This section shall survive any termination or expiration of this Agreement.