By Sprint. 40 9.3 Survival of Representations and Warranties .................................. 43
By Sprint. Each Sprint Subsidiary represents and warrants to Operator that:
By Sprint. Sprint represents and warrants that Sprint has the full power and the right to enter into this Agreement and to accept and grant the rights and licenses contemplated by this Agreement, without the need for any consents, approvals or immunities not yet obtained and without any conflict with, breach of or default under its articles of incorporation, bylaws or other charter documents by which it is bound.
By Sprint. Sprint may at any time during business hours inspect each Facility of Retailer. Sprint may, on reasonable advance notice, audit Retailer’s performance of its obligations under this Agreement, including without limitation, compilation, storage and security of Customer Records, and any relevant books, records or processes as they pertain to Retailer’s performance of its obligations under this Agreement. Sprint will pay all reasonable fees and costs incurred by Sprint in connection with these audits.
By Sprint. Sprint shall defend, indemnify, and hold Amdocs, its Affiliate, and their respective officers, directors, employees, agents, successors, and assigns ("Amdocs Indemnitees"), harmless from and against any and all liabilities, losses, costs, damages, and expenses, including reasonable attorney's fees, arising out of, any claim by any Third Party against any of them for actual or alleged infringement of any patent, trademark, copyright, or similar property right including misappropriation of trade secrets: (x) based upon software that is proprietary or non-proprietary to Sprint that Sprint requires Amdocs to use in performing the Services ("Sprint Software") (if any) or any Sprint Requirements; or (y) to the extent that it is a Sprint-Generated Claim. Also notwithstanding the foregoing, Sprint shall indemnify the Amdocs Indemnitees to the extent an infringement or claim of infringement could have been avoided by moving to a new release or version of the infringing Sprint Software and Sprint was offered the new release or version and did not move to same. Sprint may, in its reasonable discretion, either procure a license to enable Amdocs to continue to use any such infringing Sprint Software or any Sprint Requirements or develop or obtain a non-infringing substitute or modify Sprint's requirements so as to no longer require Amdocs to use the Sprint Software or any Sprint Requirements in performing the Services. Sprint shall have no obligation to indemnify Amdocs for any such claim or action to the extent that it is based upon: (i) modification of a program or machine by Amdocs, any Third-Party contractor to Amdocs, or any agent of Amdocs (other than pursuant to the Sprint Requirements, but including the manner or methodology selected by Amdocs to execute the Sprint Requirements); (ii) Amdocs' combination, operation, or use with apparatus, data, or programs not furnished by Sprint; (iii) the use by Amdocs of any software provided by any Third Party other than in accordance with relevant software licenses whether or not such licenses are provided to Sprint; or (iv) the use, in accordance with the applicable license agreement, of software owned by or licensed to Amdocs by a party other than Sprint and supplied by Amdocs to Sprint (the occurrences set forth in clauses (i) through (iv) above, the "Amdocs-Generated Claims").
By Sprint. Sprint may not assign this Agreement, without the Alliances’ prior written consent, which consent may not be unreasonably withheld or delayed. Sprint hereby agrees that it will not sell, assign or transfer any material amount of the PCS Business (including Sprint Customers) in one or more Markets unless it first obtains and delivers to Sprint and the Alliances a written commitment from the transferee of such operations to be bound by, and to perform, the obligations of Sprint under this Agreement with respect to such Market(s).
By Sprint. Sprint may at any time during business hours, in a manner that does not unreasonably impact OAR’s business, upon 3 business days advance written notice to OAR, no more than twice per calendar year, inspect each facility of OAR and/or audit OAR’s performance of its obligations under this Agreement, including without limitation, compilation, storage and security of Customer Records (as defined in Section 7.1 below), and any relevant books, records or processes as they pertain directly to OAR’s performance of its obligations under this Agreement. Sprint will pay all fees and costs incurred by Sprint in connection with these audits. The limitations on the number of audits Sprint may conduct in a calendar year do not apply to audits in response to government inquiries or investigation, or in response to inquiries regarding particular Customers.
By Sprint. Sprint agrees to indemnify and hold harmless each --------- Stockholder Indemnified Party from and against any Losses, joint or several, to which such Stockholder Indemnified Party may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws, common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and Sprint will reimburse each such Stockholder Indemnified Party for any reasonable fees and expenses of outside legal counsel for such Stockholder Indemnified Parties, or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such claims; provided, that Sprint will not indemnify or hold harmless any Stockholder Indemnified Party from or against any such Losses (including any related expenses) to the extent such Losses (including any related expenses) result from an untrue statement, omission or allegation thereof which were (x) made in reliance upon and in conformity with written information provided by or on behalf of the applicable Selling Stockholder specifically for use or inclusion in the applicable Registration Statement or Prospectus or (y) made in any Prospectus used after such time as Sprint advised such Selling Stockholder that the filing of a post-effective amendment or supplement thereto was required, except that this proviso shall not apply if the untrue statement, omission or allegation thereof is contained in the Prospectus as so amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders Indemnified Parties and shall survive the transfer of such securities by the Selling Stockholders.
By Sprint. 20 14.3 BY EACH PARTY............................................................ 20 14.4
By Sprint. In addition to the representations and warranties made elsewhere herein by Sprint, Sprint further represents and warrants to Handspring that (i) it is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware; (ii) upon execution, this Agreement shall constitute a legal, valid and binding obligation of Sprint enforceable in accordance with its terms; (iii) it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; and (iv) to the best of Sprint's knowledge, it is the owner of all proprietary rights, including trademark and other proprietary rights, in and to the Sprint Marks or has sufficient rights to grant the licenses and rights set forth herein.
