By Sponsor i) Sponsor shall indemnify, defend and hold harmless, and hereby releases and forever discharges CRSM and all their past, present, former and/or future shareholders, officers, directors, trustees, employees, student workers, agents, attorneys, divisions, parents, subsidiaries, affiliates, successors, administrators, executors, and assigns or insurers (collectively the "CRSM Parties") from any and all claims of liability for any injury or damage to any person or property whatsoever arising from Sponsor's negligence.
By Sponsor. Sponsor hereby assumes full and complete responsibility and liability for the content of all its advertising copy, and for all other work performed or required to be performed by Sponsor under this Sponsorship Agreement, and agrees that all of the foregoing shall be at Sponsor’s sole risk. Sponsor agrees to defend, indemnify, and hold harmless the School District (including their present and future board members, officers, administrators, employees, stakeholders, other representatives, successors and assigns and their respective subsidiaries, affiliates, partners, officers, directors, employees, stakeholders, shareholders, agents, other representatives, successors and assigns) from and against any and all losses, liabilities, damages, claims, demands, suits, and judgments (including, without limitation, attorneys’ fees and the costs of any legal action) arising out of (i) the use of any trademark, service xxxx, logo, design, and other intellectual property right materials provided by Sponsor; (ii) the character, content, and subject matter of any advertising copy displayed by Sponsor; (iii) the design of Sponsor’s advertising or signage; and (iv) any breach of this Sponsorship Agreement by Sponsor. Sponsor fully and forever waives, discharges, and releases the School District from any and all losses, liabilities, damages, claims, demands, suits, and judgments (including, without limitation, attorneys’ fees and the costs of any legal action) arising out of or related to any matter described in clauses (i) through (iv) above.
By Sponsor. Sponsor shall indemnify, defend and hold harmless Hospital and Hospital's officers, directors, trustees, employees, Investigator and any Co-Investigators (the "Hospital Indemnities") from and against any and all liabilities, damages, losses, claims or expenses (including reasonable attorneys' fees) incurred by or imposed upon the Hospital Indemnities, or any one of them, that result from any allegation that the Device was defective or the negligence of Sponsor in connection with the Clinical Study, except to the extent such liability, damage, loss, claim or expense is attributable to (a) prior treatment giving rise to the condition for which the Device is used, (b) the negligence of one or more of the Hospital Indemnities, (c) any failure of one or more of the Hospital Indemnities to adhere strictly to the terms of the Protocol or to follow good Study ID: HW002 May 2006 clinical practices or (d) a breach of any applicable local law, rule, regulation or practice by one or more of the Hospital Indemnities.
By Sponsor. Sponsor represents and warrants to Forty Niners SC the following:
By Sponsor. The Sponsor may effect substitution of Fund Shares as provided in Section III(C), below.
By Sponsor. The Custodian and the Sponsor agree that the Sponsor may effect substitution of Fund Shares as provided in paragraph III(C) below.
By Sponsor. Sponsor shall indemnify, defend, and hold harmless Service Provider and Research Personnel (collectively, the “Service Provider Indemnitees”) from and against any and all liabilities, damages, losses, claims, or expenses, including court costs and reasonable attorneys’ fees (“Losses”) resulting from any third party claims, actions or proceedings, including claims seeking compensation for bodily injury or death of any Study Subject enrolled in the Study to the extent that such injury or death was directly caused by the Study Drug, and provided that the Study Drug was used in accordance with the Protocol and this Agreement, but solely to the extent that such Losses do not arise out of or in connection with any Service Provider Indemnitee’s (a) wrongful or negligent actions or omissions, or willful misconduct or other misuse of the Study Drug; (b) failure to follow any applicable laws, regulations and guidelines, or to conform to reasonable and prudent clinical practices, including GCPs as applicable to drug studies; (c) failure to follow the Protocol, instructions, or other information provided by or on behalf of Sponsor to the Service Provider Indemnitees; (d) any case in which written informed consent of the Study Subject was not obtained (e) Study Subject’s underlying or preexisting conditions or prior treatment for the underlying or preexisting condition. 14.1
By Sponsor. During the reten- tion period set forth in Section 9 (c), Site shall make available to Sponsor or its designee the Trial facilities, the Trial Staff Members and Principal Investigator, and, subject to Law, all Trial Documentation for purposes of review- ing, auditing and copying upon reasonable ad- xxxxx notice during regular business hours. Site shall, and shall cause its employees and representatives to, cooperate with any and all activities contemplated by this Section 13(b) and shall ensure timely access to requested facilities, personnel and documentation.
By Sponsor. Sponsor represents and warrants that it will fulfill its obligations hereunder in a professional and timely manner with reasonable skill and care. Sponsor shall comply with all applicable statutes, ordinances, regulations, and laws of all federal, state, county, municipal, or local governments. Sponsor has the full power, authority, ability, and legal right to execute and deliver the agreement and perform all of its obligations thereunder and under these terms and conditions, and that there are no pending or threatened claims or litigation which would or might interfere therewith. Sponsor further represents and warrants that any materials or information it provides or uses hereunder, in whole or in part, do not violate the rights of any third party whatsoever.
By Sponsor. If Sponsor terminates the Agreement pursuant to this Section 10, then Sponsor will be entitled to a full refund of any and all undisputed payments made by Sponsor in relation to its obligations under the Agreement. In the event of any termination or expiration of this Agreement, each party agrees to promptly return to the other party all of such other party’s property then in its possession, along with any and all copies thereof.
