Sprint’s General Third Party Indemnity Sample Clauses

Sprint’s General Third Party Indemnity. Sprint will indemnify and defend Supplier, its affiliates, and their respective directors, officers, agents and employees (each, a “Supplier Indemnitee”) from and against all Damages arising out of a claim by a third party against a Supplier Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of Sprint under or related to this Agreement.
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Sprint’s General Third Party Indemnity. Sprint will indemnify and defend Handspring, its affiliates, and their respective directors, officers, agents and employees (each, a "Handspring Indemnitee") from and against all Damages arising out of a claim by a third party against a Handspring Indemnitee for: (i) injury to persons (including libel, slander or death) or loss or damage to tangible or intangible property, to the extent such injury, loss or damage results from any act or omission of Sprint under this Agreement; (ii) violations of applicable laws by Sprint, any Sprint Affiliates, and their respective agents and employees; (iii) infringement or misappropriation of any copyright or trademark resulting from Sprint's advertising, marketing or sale of the Product, unless such advertising, marketing or sale was consistent with Handspring's written instructions; (iv) claims related to the payment of compensation, employment taxes, employment status and benefits in connection with the performance of services by Sprint's personnel for Sprint; (v) any act or omission by Sprint or any Sprint Affiliate in connection with the distribution or sale of a Product, only to the extent resulting from that act or omission; and (vi) infringement or misappropriation of any patent or trade secret caused, in whole or in part, by any Software which Sprint requires to be installed, included or incorporated into any Product that (a) are not otherwise included in the Product by Handspring in its sole option, or (b) are not otherwise developed by Handspring.
Sample 1
Sprint’s General Third Party Indemnity. Sprint will indemnify and defend Qwest, its Affiliates, and their respective directors, officers, agents, employees (each, a "Qwest Indemnitee") from and against all Damages arising out of a claim by a third party against a Qwest Indemnitee to the extent resulting from or alleged to have resulted from any wrongful or negligent act or omission of Sprint under or related to this Agreement, any claim arising under the Sprint Service Provider Affiliate agreements, the agreements which enable Sprint to provide the Sprint 3G Data Service, or any other agreement under which Sprint is required to obtain the consent or approval of a third party in order for Sprint to enter into and perform under this Agreement, or any allegation or claim of infringement or misappropriation of any intellectual property right, including without limitation patent, trademark, copyright or trade secret of any third party.
Sample 1
Sprint’s General Third Party Indemnity. Sprint will indemnify and defend Purchaser, its Affiliates its Related Entities, their respective Resellers and IRs, and their respective directors, officers, agents, employees and End Users (each, a “Purchaser Indemnitee”) from and against all Damages arising out of a claim by a third party against a Purchaser Indemnitee (i) of actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade name, trade dress, trade secret or any other intellectual property right, now known or later developed based on any product or service supplied by Sprint, including any claim by a third party regarding the Facilities or PCS Services; (ii) that results from or is alleged to have resulted from any failure of Sprint to comply with Section 15; (iii) that results from or alleged to have resulted from any violation of applicable law or regulation by Sprint, its Affiliates, or any of their respective agents; or (iv) that results from or alleged to have resulted from fraud, gross negligence or willful misconduct by Sprint, its Affiliates, or any of their respective agents. Sprint’s obligations to indemnify under clause (i) above will not apply to the extent that the infringement or misappropriation (1) is caused by Sprint’s adherence to functional or other specifications that were provided by Purchaser, (2) is caused by Purchaser’s continued use of infringing services after Sprint provides reasonable notice to Purchaser of the infringement and completes its obligations under the next paragraph; or (3) the Claim alleges that the specific Devices chosen by Purchaser or other materials provided by Purchaser infringe or misappropriate the applicable third party’s intellectual property rights. Purchaser/Sprint Confidential Information — RESTRICTED Confidential Execution Copy For any third party claim that the PCS Services infringes or misappropriates a third party’s intellectual property rights that Sprint receives, or to minimize the potential for such a claim, Sprint shall, at its option and expense, use commercially reasonable efforts to either: (1) procure the right for Purchaser and the End Users to continue using the applicable PCS Services; or (2) replace or modify the applicable PCS Services to address the infringement claim provided it does so without adversely affect the reliability, performance, quality and functionality of the Sprint Network, Purchaser, or the End Users. If neither option (1) nor option (2) in the previous sentence is comme...
Sample 1

Related to Sprint’s General Third Party Indemnity

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Indemnification Procedures for Non-Third Party Claims In the event any Indemnified Party should have an indemnification claim against the Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified by the Shareholder in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9.

  • Standard of Care; Limitation of Liability; Indemnification (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.

  • Indemnification Procedure for Third Party Claims (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.

  • Indemnification in Third Party Proceedings Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • INDEMNITY IN THIRD-PARTY PROCEEDINGS To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

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