BY CBS. To the extent permitted by law, CBS will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other holder selling securities under such registration statement or any of such other holder's partners, directors or officers or any person who controls such holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling person, underwriter or such holder, partner or director, officer or controlling person of such other holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by CBS expressly for use in connection with such registration; and CBS will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other holder, partner, officer, director or controlling person of such other holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of CBS (which consent shall not be unreasonably withheld); and PROVIDED FURTHER, that the total amounts payable in indemnity by CBS under this Section 3.9(b) in respect of any Violation shall not exceed the net proceeds received by CBS in the registered offering out of which such Violation arises.
BY CBS. CBS hereby represents and warrants to Entercom that:
BY CBS. CBS shall indemnify, defend, and hold Entercom and its officers, directors, partners, employees, and Affiliates harmless from, against, and with respect to any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) of any kind or character (a "Loss") (including without limitation the loss of any of the Authorizations resulting from any failure by the Commission to renew such Authorizations as a result of events occurring prior to the Closing Date) incurred, suffered, sustained, or required to be paid by any of them and resulting from, related to or arising out of:
BY CBS. CBS hereby represents and warrants that:
BY CBS. CBS shall indemnify, defend, and hold Entercom and its officers, directors, partners, employees, and Affiliates harmless from, against and with respect to any and all items of Loss incurred, suffered, sustained, or required to be paid by any of them and resulting from, related to or arising out of:
BY CBS. CBS shall provide to ASI a reasonable level of support by telephone and facsimile during its regular business hours by personnel familiar with the CBS Licensed Materials to answer questions, furnish information and render assistance to ASI in the use of the CBS Licensed Materials and to assist ASI to resolve problems in the CBS Licensed Materials.
BY CBS. CBS covenants, to its Knowledge, that: (i) it shall own the CBS Enhancements, if any, delivered to Autotote and ASI hereunder, including all intellectual property rights therein under copyright, patent, trademark, trade secret, and other applicable law; and (ii) the CBS Enhancements (except to the extent such infringement or violation is due to modifications or enhancements made by Autotote or ASI subsequent to the delivery thereof or due to combination, operation or use of the CBS Enhancements with other software) shall not infringe or otherwise violate any patent, copyright or trade secret of any third party anywhere in the world.
BY CBS. CBS shall, for ten (10) years from the date of Closing, jointly and severally indemnify and hold Autotote and ASI harmless from and against all claims, suits, demands, actions, judgments, penalties, damages, costs and expenses (including reasonable attorney's fees and costs), losses or liabilities of any kind arising from (i) a claim that the CBS Enhancements (but not the CBS Licensed Software or any other part of the CBS Licensed Materials) infringe a patent, copyright or other intellectual property right of any other person anywhere in the world (except to the extent such infringement or violation is due to modifications or enhancements by Autotote or ASI subsequent to the delivery thereof or due to combination, operation or use of the CBS Enhancements with other software) or (ii) a breach by CBS of the representations or warranties set forth in Paragraphs 5.02(b) or 5.03(b) of this Agreement; provided that Autotote and ASI shall (i) promptly notify CBS in writing of and keep CBS advised with respect to any such claim of infringement; (ii) provide to CBS all available information, assistance and authority to defend; and (iii) shall be given sole control of the defense (including the right to select counsel) and the sole right to compromise and settle such suit or proceeding, except that Autotote shall have the right to approve any settlement offer made by or to CBS that would impose substantial hardship on Autotote and ASI hereunder.
