By Broker. Broker will indemnify and hold Licensee and its officers, directors, agents, stockholders, employees, and subsidiaries harmless against all liability for libel, slander, illegal competition or trade practice, infringement of trade marks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast or programming furnished by Broker. Further, Broker warrants that the broadcasting of its programs will not knowingly violate any rights of others and Broker agrees to indemnify and hold the Station, Licensee, and Licensee's officers, directors, agents, stockholders, employees, and subsidiaries, harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of such programs. Licensee reserves the right to refuse to broadcast any and all programs containing matter which is, or in the reasonable opinion of Licensee may be, or which a third-party claims to be, violative of any right of theirs or which may constitute a personal attack as the term is and has been defined by the Commission.
By Broker. If, within 10 days after receiving written notice of any claim, demand, suit, proceeding, or action with respect to which ConvergEx may have any colorable claim to indemnification under this Agreement, Broker shall fail to institute the defense of ConvergEx in connection with such claim, demand, suit, proceeding, or action, or if thereafter Broker shall fail diligently to pursue such defense, ConvergEx shall have the right to defend such action or settle such action. The costs and expenses, including attorney’s fees, associated with such a defense or settlement shall be borne by Broker. The exercise of the right to participate in or assume the responsibility for any such defense shall not limit in any way ConvergEx’ rights to indemnification under this Paragraph.
By Broker. Broker shall defend, hold harmless and indemnify Company and its affiliates, and its and their respective directors, officers, agents and employees against any loss, claim, liability, suit, action, or expense (including, without limitation, court costs, litigation expenses and attorney fees), relating to or arising out of any claim or demand of any kind or nature which any person may make against Company, based upon or arising out of: (i) any unauthorized acts of Broker and/or its employees, representatives or agents or (ii) Broker’s gross negligence or willful misconduct in the performing its obligations under this Agreement, except to the extent that the separate intervening act of Company or its employees, representatives or agents is the sole and proximate cause of such loss, liability or expense.
By Broker. Upon the vesting of such PSUs, the Company will provide irrevocable instructions to a broker on behalf of the Recipient to sell a number of shares equal in value to reasonably satisfy any applicable withholding taxes, FICA contributions, or the like under any national, federal, state, local or other statute, ordinance, rule, or regulation in connection with the vesting of the PSUs (the “Taxes”). The proceeds from such sale will be remitted to the Company to pay the Taxes on behalf of the Recipient. By accepting this PSU award, the Recipient is hereby authorizing the Company to provide such instructions regarding the settlement of the PSUs and the payment of the Taxes. The Recipient shall have the right to receive dividend equivalent payments with respect to the Common Stock subject to the Award as provided in this paragraph. Upon each Vesting Date, Recipient shall be entitled to receive a dividend equivalent payment in respect of the shares of Common Stock covered by the Award that are not vested on the record date for each dividend payment, if any, made by the Company on its Common Stock for which the record date occurred (i) on or after the Award Date or the immediately preceding Vesting Date, as the case may be, and (ii) prior to the applicable Vesting Date, in an amount in cash equal to the amount of any dividend which otherwise would have been paid to the Recipient if such unvested shares had been issued for the benefit of the Recipient on the record dates for such dividend payments, subject to any applicable withholding for Taxes. Such dividend equivalent payments may be settled by the Company subject to such other conditions or terms that the Committee may establish. Except for dividend equivalent payments, the Recipient shall have no rights as a stockholder, including voting rights, with respect to the PSUs.
By Broker. BROKER shall indemnify and hold harmless PRINCIPAL and its officers, directors, employees and agents against any claim, damage, loss liability or expense (including attorneys’ fees) to which such indemnified party may become subject arising out of any action of BROKER arising out of this Agreement.
By Broker. BROKER shall indemnify and hold LENDER and its agents harmless from any and all demands, costs, judgments and claims of any kind (including attorneys fees and court costs) arising out of claims on an Application or resulting Loan arising from the acts or omissions of BROKER or its personnel or agents before the submission of an Application to LENDER.
