Common use of Certain Agreements Related to Indemnification Clause in Contracts

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies or Indemnitee may petition the Delaware Court for resolution of a refusal or failure by any of the Companies to provide indemnification or advancement. The Companies will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancement. (c) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable Enterprise, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Enterprise, or on the advice of legal counsel for the applicable Enterprise or on information or records given in reports made to the applicable Enterprise by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Enterprise; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Indemnitee agrees to notify the Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee so to notify the Companies will not relieve the Companies of any obligation that they may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have director and officer insurance policies in effect, the Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Delaware Court for resolution of a refusal or failure by any of the Companies Company to provide indemnification or advancement. The Companies Company will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancement. (c) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies Company will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable Enterprise, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Enterprise, or on the advice of legal counsel for the applicable Enterprise or on information or records given in reports made to the applicable Enterprise by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Enterprise; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the Enterprise Enterprises or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Companies Company of any obligation that which they may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have Company has director and officer insurance policies in effect, the Companies Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) a. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) b. At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Court of Chancery of the State of Delaware Court for resolution of a refusal or failure any objection to such request which may be made by any of the Companies to provide indemnification or advancementCompany. The Clear Channel Companies will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancementissues. (c) c. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that . Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the applicable Clear Channel Company, which consent shall not be unreasonably withheld. The None of the Clear Channel Companies will notwill, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise Clear Channel Entity to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) d. The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise Clear Channel Entities or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable EnterpriseClear Channel Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable EnterpriseClear Channel Entity, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable EnterpriseClear Channel Entity, or on the advice of legal counsel for the applicable Enterprise Clear Channel Entity or on information or records given in reports made to the applicable Enterprise Clear Channel Entity by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable EnterpriseClear Channel Entity; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the Enterprise Clear Channel Entities or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(dclause (d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) e. Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Clear Channel Companies of any obligation that which they may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Clear Channel Companies have director and officer insurance policies in effect, the Clear Channel Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Delaware Court for resolution of a refusal or failure any objection to such request which may be made by any of the Companies to provide indemnification or advancementCompany. The Companies Company will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancementissues. (c) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that . Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies Company will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise WMG Entity to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise WMG Entities or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable EnterpriseWMG Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable EnterpriseWMG Entity, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable EnterpriseWMG Entity, or on the advice of legal counsel for the applicable Enterprise WMG Entity or on information or records given in reports made to the applicable Enterprise WMG Entity by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable EnterpriseWMG Entity; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the Enterprise WMG Entities or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Companies Company of any obligation that which they may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have Company has director and officer insurance policies in effect, the Companies Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Delaware Court for resolution of a refusal or failure any objection to such request which may be made by any of the Companies to provide indemnification or advancementCompany. The Companies Company will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancementissues. (c) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies Company will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise Fogo Entity to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable EnterpriseCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable EnterpriseCompany, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable EnterpriseCompany, or on the advice of legal counsel for the applicable Enterprise Company or on information or records given in reports made to the applicable Enterprise Company by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable EnterpriseCompany; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise Company or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Companies Company of any obligation that they which it may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have Company has director and officer insurance policies in effect, the Companies Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Delaware Court for resolution of a refusal or failure any objection to such request which may be made by any of the Companies to provide indemnification or advancementCompany. The Companies Company will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancementissues. (c) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies Company will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise Brasa Entity to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable EnterpriseCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable EnterpriseCompany, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable EnterpriseCompany, or on the advice of legal counsel for the applicable Enterprise Company or on information or records given in reports made to the applicable Enterprise Company by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable EnterpriseCompany; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise Company or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Companies Company of any obligation that they which it may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have Company has director and officer insurance policies in effect, the Companies Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company CCO a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission Upon written request by Indemnitee of a request for indemnification pursuant to Section 9(a10(a) of this Agreement, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (i) upon Indemnitee’s request, by Independent Counsel selected by Indemnitee in a written opinion to the board of directors of CCO, a copy of which shall be delivered to Indemnitee; or (ii) if no such request is made by Indemnitee for a determination by Independent Counsel, (A) by a majority vote of a quorum of the Disinterested Directors (as hereinafter defined); or (B) if a quorum of Disinterested Directors is not obtainable or, even if obtainable, if a majority of such quorum of Disinterested Directors so directs, by Independent Counsel selected (x) if a quorum of Disinterested Directors is obtainable, by a majority vote of a quorum of Disinterested Directors or (y) if a quorum of Disinterested Directors is not obtainable, by the board of directors of CCO, in each case in a written opinion to the board of directors of CCO, a copy of which shall be delivered to Indemnitee; or (C) if a majority of a quorum of Disinterested Directors so directs, by the stockholders of CCO. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) calendar days after such determination. (c) If the person, persons or entity empowered or selected to determine Indemnitee’s entitlement to indemnification has not made a determination within sixty (60) calendar days after receipt by CCO of the request by Indemnitee for indemnification, the requisite determination of entitlement to indemnification will be deemed to have been made, and Indemnitee, to the fullest extent not prohibited by law, shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact by Indemnitee necessary to make Indemnitee’s statement not materially misleading, in connection with the request for advancement indemnification; or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such sixty (60) calendar day period may be extended for a reasonable time, not to exceed an additional thirty (30) calendar days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating to such determination; and provided, further, that the sixty (60) calendar day limitation set forth in this clause (c) shall not apply, and such period shall be extended as necessary, if within thirty (30) calendar days after receipt by CCO of the request for indemnification under Section 10(a) of this Agreement, a quorum of Disinterested Directors has directed that such determination be made by the stockholders of CCO, pursuant to Section 8(a10(b) of this Agreement, at an annual meeting of stockholders to be held within ninety (90) calendar days after such direction and such determination is made thereat, or a special meeting of stockholders is called within thirty (30) calendar days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) calendar days after having been so called and such determination is made thereat. (d) CCO promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or a basis for which indemnification has been denied. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by CCO (irrespective of the determination as to Indemnitee’s entitlement to indemnification), either and CCO hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (e) If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement or (ii) there has been any failure by CCO to make timely payment or advancement of the Companies or any amounts due hereunder, Indemnitee may petition the Delaware Court for resolution of a refusal or failure by any Chancery of the Companies State of Delaware to provide adjudicate Indemnitee’s entitlement to such indemnification or advancementadvancements due hereunder. The Companies CCO will pay any and all Expenses reasonably incurred by or on behalf of Indemnitee in connection with the investigation and resolution of such claim for issues, and Indemnitee shall be entitled to have such Expenses advanced by CCO in accordance with Section 8 of this Agreement. If a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification or advancementunder this Agreement, then CCO shall be bound by such determination, including in any Proceeding. (cf) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided. CCO will not, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the CompanyIndemnitee, which consent shall not may be unreasonably withheld. The Companies will not, with respect to any person provided or entitywithheld in Indemnitee’s sole discretion, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise Outdoor Entity to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation obligation, judgment, exposure or judgment burden on IndemniteeIndemnitee or, in the case of any release or settlement, does not include an unconditional release of Indemnitee from all liability on any matters that are the subject of such Proceedings and an acknowledgement that Indemnitee denies all wrongdoing in connection with such matters. (dg) The parties intend and agree that, to the fullest extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder, including in any court: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise Outdoor Entities or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable EnterpriseOutdoor Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Enterpriseany Outdoor Entity, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Enterpriseany Outdoor Entity, or on the advice of legal counsel for the applicable Enterprise any Outdoor Entity or for Indemnitee or on information or records given in reports made available to the applicable Enterprise any Outdoor Entity by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Enterpriseany Outdoor Entity or Indemnitee; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the Enterprise Outdoor Entities or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(dclause (g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (eh) Indemnitee agrees to notify the Companies CCO promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies CCO will not relieve the Companies CCO of any obligation that they which it may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have director and officer insurance policies in effect, the Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Delaware Court for resolution of a refusal or failure by any of the Companies Company to provide indemnification or advancement. The Companies Company will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancement. (c) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies Company will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo nobo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable Enterprise, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Enterprise, or on the advice of legal counsel for the applicable Enterprise or on information or records given in reports made to the applicable Enterprise by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Enterprise; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the Enterprise Enterprises or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Companies Company of any obligation that which they may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have Company has director and officer insurance policies in effect, the Companies Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Delaware Court for resolution of a refusal or failure by any of the Companies Company to provide indemnification or advancement. The Companies Company will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancement. (c) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies Company will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (d) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection - 4 - with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable Enterprise, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Enterprise, or on the advice of legal counsel for the applicable Enterprise or on information or records given in reports made to the applicable Enterprise by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Enterprise; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the Enterprise Enterprises or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Companies Company of any obligation that which they may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice any of the Companies have Company has director and officer insurance policies in effect, the Companies Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Certain Agreements Related to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. If a determination pursuant to this Section 9(b) is required by law, such determination shall be made as soon as practicable, and in no event later than thirty (30) days following the Company’s receipt of a request for indemnification in accordance with Section 9(a). If the determination of whether to grant Indemnitee’s indemnification request is not made within such thirty (30)-day period, the determination of entitlement to indemnification shall, subject to Sections 10(e), 10(f) and 13, be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that (1) such thirty (30)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination pursuant to this Section 10(b) in good faith require such additional time to obtain or evaluate documentation and/or information relating thereto and and (2) if either the Company or Indemnitee petitions a court of competent jurisdiction for a decision with respect to Independent Counsel as set forth below in good faith, the period of such court’s consideration of such petition shall not be counted as part of such thirty (30)-day period. Notwithstanding the foregoing or anything else in this Agreement to the contrary, no determination as to Indemnitee’s entitlement to indemnification shall be required to be made prior to the final disposition of the underlying Proceeding. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as follows: If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel. (c) At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a) or request for advancement pursuant to Section 8(a), either any of the Companies Company or Indemnitee may petition the Delaware Court for resolution of a refusal or failure any objection to such request which may be made by any of the Companies to provide indemnification or advancementCompany. The Companies Company will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such claim for indemnification or advancementissues. (cd) Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee with counsel chosen by such Indemnitee; provided, that Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Companies Company will not, with respect to any person or entity, settle any claim or Proceeding, release any claim, or, except as required by applicable law, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Enterprise Expo Entity to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee (including, but not limited to, the Indemnitee’s rights under any liability insurance policy maintained by any Enterprise) or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee. (de) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Enterprise Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or Proceeding proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable EnterpriseCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Enterpriseany Expo Entity, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors (or equivalent governing body) of the applicable Enterpriseany Expo Entity, or on the advice of legal counsel for the applicable Enterprise any Expo Entity or on information or records given in reports made to the applicable Enterprise any Expo Entity by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Enterpriseany Expo Entity; and (iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise any Expo Entity or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. The provisions of this Section 9(d9(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (ef) Indemnitee agrees to notify the Companies Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so to notify the Companies Company will not relieve the Companies Company of any obligation that they which it may have to Indemnitee under this Agreement or otherwise. (g) The Company shall be precluded from asserting in any Proceeding that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement. (h) Except as expressly required by the securities laws of the United States of America, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained. If at the time of receipt of any such request for indemnification or notice any of the Companies have director and officer insurance policies in effectpayment information must be disclosed, the Companies will promptly notify Company shall afford the relevant insurers Indemnitee an opportunity to review all such disclosures and, if requested, to explain in accordance with such statement any mitigating circumstances regarding the procedures and requirements of such policiesevents to be reported.