Sponsor Indemnity. Sponsor shall indemnify, defend, and hold harmless PPD, PPD Affiliates (as that term is defined in Section 17.11), and their Agents (“PPD Indemnitees”) from and against any and all damages, liabilities, losses, fines, penalties, settlement amounts, costs and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees, expert witness fees, court costs, and amounts incurred by PPD Indemnitees under indemnity obligations imposed upon it by a third party provider to a Project where such third party provider has been approved by Sponsor, incurred in connection with any claim, demand, action, proceeding, investigation or hearing (collectively, a “Claim”) directly or indirectly relating to or arising from this Agreement or any Services provided by PPD Indemnitees hereunder, including but not limited to, Project related services provided by PPD at the request of Sponsor yet prior to finalization of the relevant Project Addendum; provided however, that Sponsor shall have no obligation of indemnity hereunder to the extent any Claim arose from the negligence, intentional misconduct or material breach of Agreement on the part of PPD or its Agents.
Sponsor Indemnity. For a period of six years after the Closing Date, TopCo will indemnify, exonerate and hold harmless the Sponsor from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) (“Indemnified Liabilities”) incurred by the Sponsor before, on or after the date of this Agreement, arising out of any third-party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim directly relating to the Transactions which names the Sponsor as a defendant (or co-defendant) arising from the Sponsor’s ownership of equity securities of Athena or TopCo or its control or ability to influence Athena or TopCo; provided, that the foregoing shall not apply to (i) any Indemnified Liabilities to the extent arising out of any breach by the Sponsor of this Agreement or any other agreement between the Sponsor, on the one hand, and Athena or TopCo or any of their respective Subsidiaries, on the other hand, or (ii) the willful misconduct, gross negligence or fraud of the Sponsor. Notwithstanding anything to the contrary in the foregoing paragraph, the Company shall not be liable for any Indemnified Liabilities in excess of $4 million in the aggregate pursuant to the foregoing paragraph. For the avoidance of doubt, the rights of the Sponsor to indemnification pursuant to the foregoing paragraph will be in addition to any other rights the Sponsor may have under any other agreement or instrument to which the Sponsor is or becomes a party or is or otherwise becomes a beneficiary or under Law.
Sponsor Indemnity. Sponsor will indemnify, defend and hold harmless University and its Board of Regents, officers, employees, and contractors from all claims, damages, causes of action, and judgments that directly or indirectly result: (i) from free promotional products or free samples of Sponsor’s goods distributed pursuant to this Agreement; (ii) from the intentional or negligent acts or omissions of Sponsor, its officers, employees, agents, invitees or contractors while directly engaged in any activity or in preparation for engaging in any activity authorized by this Agreement; (iii) from a breach or default by Sponsor of the representations, warranties or other obligations under this Agreement; and/or (iv) from any Sponsorship Recognition Materials prepared by Sponsor, including any claims or liabilities for libel, slander, illegal or unfair competition or trade practices; infringement of trademarks, trade names or logos of third parties or University (other than University Marks); violations of rights of privacy, publicity, infringements of copyrights or music performance rights and/or other proprietary rights; or advertisements which are otherwise contrary to law.
Sponsor Indemnity. Sponsor shall indemnify, defend, and hold harmless PPD, PPD Affiliates (as that term is defined in Section 13.11), and their Agents (“PPD Indemnitees”) from and against any and all damages, liabilities, losses, fines, penalties, settlement amounts, costs and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees, expert witness fees, court costs, , incurred in connection with any claim, demand, action, proceeding, investigation or hearing (collectively, a “Claim”) directly or indirectly relating to or arising from this Agreement or any Services provided by PPD Indemnitees hereunder, including but not limited to, Project related services provided by PPD at the request of Sponsor yet prior to finalization of the relevant Project Addendum; provided however, that Sponsor shall have no obligation of indemnity hereunder with respect to any Claim which arose from the negligence, intentional misconduct or material breach of this Agreement or any Project Addendum on the part of PPD or its Agents or Affiliates.
Sponsor Indemnity. (a) Subject to Section 1.10(b), Section 1.10(c) and Section 1.10(d), for a period of two (2) years after the Closing Date, New PubCo will indemnify and hold harmless the Sponsor and its members, managers and officers (collectively, the “Indemnified Parties”) from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and reasonable, documented out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) (“Indemnified Liabilities”) incurred by such person on or after the date of this Sponsor Agreement, arising out of any Third Party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (collectively, “Actions”), in each case, resulting from, relating to or arising out of, the Company’s ownership and operation of the assets and businesses of the Group Companies prior to the Closing Date which (a) names any Indemnified Party as a defendant (or co-defendant) and (b) for which a final and non-appealable decision, judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction, or a settlement for which New PubCo shall have given prior written consent shall have been consummated, that provides that an Indemnified Party is responsible for all or any portion of such Indemnified Liabilities; provided, that the foregoing shall not apply to any Indemnified Liabilities to the extent arising out of:
(i) any breach by the Sponsor or its members, managers and officers, SPAC, or any of their respective Affiliates of this Sponsor Agreement or the Business Combination Agreement;
(ii) the willful misconduct, gross negligence or fraud of the Sponsor or its members, managers and officers; or
(iii) to the extent arising from any action or inaction by New PubCo or any of its Affiliates from the date of this Sponsor Agreement, (I) if New PubCo or such Affiliate was expressly required to take such action or inaction, in each case, pursuant to this Sponsor Agreement or the Business Combination Agreement or (II) if SPAC, at the direction of Sponsor, has, in writing, directed or requested New PubCo or any of its Affiliates to take such action or inaction;
Sponsor Indemnity. The Sponsor shall indemnify and keep indemnified DLR, TfL, the Scheme Operator, and their officers, employees and sub-contractors from and against all claims, damage, losses, costs and expenses (including legal and other professional fees) arising out of or in connection with:
(a) DLR's use of the Sponsor Marks, the Scheme Name, the Composite Logo and the Sponsor Intellectual Property in accordance with the terms of this Contract infringing the rights of any third party (save to the extent such infringement arises as a result of an element of the Scheme Name or the Composite Logo which comprises any DLR Mark);
(b) any use of the Composite Logo or any DLR Intellectual Property by the Sponsor other than in accordance with this Contract; and/or
(i) claims by third parties; and
(ii) death or injury or damage to property, arising from the negligence, breach or default of the Sponsor or otherwise arising from the performance or non-performance of the Sponsor's obligations and undertakings contained in this Contract.
Sponsor Indemnity. Sponsor shall indemnify, defend, and hold harmless PPD, PPD Affiliates (as that term is defined in Section 14.10), and their Associates (“PPD Indemnitees”) from and against any and all damages, liabilities, losses, fines, penalties, settlement amounts, costs and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees, expert witness fees, court costs, and amounts incurred by PPD Indemnitees under indemnity obligations imposed upon it by a third party provider to a Project, incurred in connection with any third party claim, demand, action, proceeding, investigation or hearing (collectively, a “Claim”) directly or indirectly relating to or arising from this Agreement or any Services provided by PPD Indemnitees hereunder, including but not limited to, Project related services provided by PPD at the request of Sponsor yet prior to finalization of the relevant Project Addendum; provided however, that Sponsor shall have no obligation of indemnity hereunder with respect to any Claim to the extent such Claim arises from the negligence act error or omission, intentional misconduct or material breach of Agreement on the part of PPD or its Associates, including any (i) breach of warranties, (ii) failure to comply with the Protocols (with the exception of deviations for patient safety/welfare), good clinical practices, Sponsor’s written instructions or any FDA or other government requirements or law (as applicable).
Sponsor Indemnity. The Sponsor shall indemnify and keep indemnified TTL, TfL, the Scheme Operator, and their officers, employees and sub-contractors from and against all claims, damage, losses, costs and expenses (including legal and other professional fees) arising out of or in connection with:
(a) breaches of Data Protection Legislation by the Sponsor including arising out of the use by the Sponsor of any personal data transferred to the Sponsor in accordance with this Contract;
(b) TTL's use of the Sponsor Marks, the Scheme Name, the Composite Logo and the Sponsor Intellectual Property in accordance with the terms of this Contract infringing the rights of any third party (save to the extent such infringement arises as a result of an element of the Composite Logo which comprises any TTL Mark);
(c) any use of the Composite Logo or any TTL Intellectual Property by the Sponsor other than in accordance with this Contract; and/or
(i) claims by third parties; and
(ii) death or injury or damage to property, arising from the negligence, breach or default of the Sponsor or otherwise arising from the performance or non-performance of the Sponsor's obligations and undertakings contained in this Contract.
Sponsor Indemnity. In addition to any other of Sponsor's obligation to indemnify contained herein, Sponsor shall indemnify DCR, its Affiliates and their respective directors, officers, employees, subcontractors and agents ("DCR Indemnitee(s)") for any Claims caused by (a) Sponsor's (including its Affiliates) use of Inventions or Data; (b) the administration of a Device in accordance with the applicable Protocol; and (c) any procedures performed in accordance with a Protocol. Sponsor's indemnification obligations pursuant to this paragraph shall not apply to the extent the applicable Claim was caused by the negligence, recklessness, willful misconduct, lack of adherence to applicable law, or breach of this Agreement by a DCR Indemnitee.
Sponsor Indemnity. Sponsor will indemnify, defend and hold harmless Licensee, University and their officers, employees, and contractors from all claims, damages, causes of action, and judgments that directly or indirectly result: (i) from free promotional products or free samples of Sponsor’s goods distributed pursuant to this Agreement; (ii) from the intentional or negligent acts or omissions of Sponsor, its officers, employees, agents, invitees or contractors while directly engaged in any activity or in preparation for engaging in any activity authorized by this Agreement; (iii) from a breach or default by Sponsor of the representations, warranties or other obligations under this Agreement; (iv) from any contest and/or promotion conducted by Sponsor in connection with this Agreement; and/or (v) from any Sponsorship Recognition Materials prepared by Sponsor, including any claims or liabilities for libel, slander, illegal or unfair competition or trade practices; infringement of trademarks, trade names or logos of third parties or University (other than University Marks); violations of rights of privacy, publicity, infringements of copyrights or music performance rights and/or other proprietary rights; or advertisements which are otherwise contrary to law.
