Common Agreements. (a) In connection with each of the Common Agreements, Outdoor Americas agrees to indemnify and hold harmless CBS and any of its Affiliates from and against any and all liabilities arising out of third-party claims or demands (including claims or demands by any party to any such Common Agreement, other than CBS, Outdoor Americas or any of their respective Affiliates) to the extent such claim or demand seeks payment or performance by CBS or one of its Affiliates of any liability or obligation of or requirement applicable to Outdoor Americas or any of its Affiliates under or with respect to the Common Agreements; provided that Outdoor Americas and its Affiliates will have no liability or obligation to CBS and its Affiliates for failure to purchase goods or services under the Common Agreements after the Split-Off Date, except where Outdoor Americas or one of its Affiliates has, in anticipation of the Split-Off, entered into a written agreement with the applicable third party to extend Outdoor Americas’ or such Affiliates’ participation under the Common Agreement past the Split-Off Date. As used in this Agreement, “Common Agreements” means written agreements both (x) to which CBS and/or any of its Affiliates is a party, and (y) to which Outdoor Americas and/or any of its Affiliates is a party, or under which Outdoor Americas and/or any of its Affiliates is deemed a party or receives goods or services by virtue of CBS’s ownership of Outdoor Americas; provided, however, that CBS Insurance Policies shall be addressed as set forth in Section 4.03 and shall not be considered Common Agreements.
Common Agreements. (a) In connection with each of the Common Agreements, Radio agrees to indemnify and hold harmless CBS and any of its Affiliates from and against any and all liabilities arising out of third-party claims or demands (including claims or demands by any party to any such Common Agreement, other than CBS, Radio or any of their respective Affiliates) to the extent such claim or demand seeks payment or performance by CBS or one of its Affiliates of any liability or obligation of or requirement applicable to Radio or any of its Affiliates under or with respect to the Common Agreements; provided that Radio and its Affiliates will have no liability or obligation to CBS and its Affiliates for failure to purchase goods or services under the Common Agreements after the Split-Off Date, except where Radio or one of its Affiliates has, in anticipation of the Split-Off, entered into a written agreement with the applicable third party to extend Radio’s or such Affiliates’ participation under the Common Agreement past the Split-Off Date. As used in this Agreement, “Common Agreements” means written agreements both (x) to which CBS and/or any of its Affiliates is a party, and (y) to which Radio and/or any of its Affiliates is a party, or under which Radio and/or any of its Affiliates is deemed a party or receives goods or services by virtue of CBS’s ownership of Radio; provided, however, that CBS Insurance Policies shall be addressed as set forth in Section 4.03 and shall not be considered Common Agreements.
Common Agreements. (a) Except as contemplated by any Ancillary Agreement or as otherwise agreed in writing between Radio, CBS and Acquiror, from and after the date hereof and prior to the Distribution Date, with respect to each Common Agreement, the Parties (including Acquiror) shall use reasonable best efforts to cooperate to assign, at or prior to the Distribution Date, in relevant part to the applicable member(s) of the applicable Group, or appropriately amend or novate prior to or at the Distribution Date, each Common Agreement, so that each Party or the member of its Group shall be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses to the same extent received and borne as of immediately prior to the date of such assignment, amendment or novation, with respect to such Common Agreement; provided that if the counterparty to any Common Agreement that is entitled under the terms of such Common Agreement to consent to the assignment, amendment or novation of such Common Agreement has not provided such consent, or if such assignment or amendment would impair the benefit the parties thereto derive from such Common Agreement, the provisions of Section 5.4(c) shall apply to such Contract. For the avoidance of doubt, CBS shall only be required to seek or obtain any consent with respect to a Common Agreement (i) that is either (A) specified on Schedule 5.4(a) hereto or (B) otherwise requested by Radio or Acquiror after the date hereof and the failure to obtain such consent would result in the loss of a material monetary benefit by Radio or would otherwise materially adversely effect the Radio Business following the Final Distribution, and (ii) if and only if receipt of such Consent is necessary for the Radio Group to have all material rights and benefits under such Common Agreement; provided further, that if and when any consent with respect to a Common Agreement is obtained in accordance with this Section 5.4(a), such Common Agreement will be assigned, novated or amended in accordance with this Section 5.4(a). For the avoidance of doubt, in no event shall any Common Agreement be assigned, novated or amended pursuant to this Section 5.4(a) in a manner that materially impairs the benefit or increases the Liability to be received by any member of the Radio Group relative to such benefit or Liability prior to the date of such assignment, novation or amendment, without the prior written consent of Acquiror....
Common Agreements. (a) In connection with each of the Common Agreements, Blockbuster and its Affiliates agree to indemnify and hold harmless Viacom and any of its Affiliates from and against any and all Losses arising out of third party claims or actions (including, without limitation, claims or actions by any party to any such Common Agreement, other than Viacom, Blockbuster or any of their respective Affiliates) to the extent such claim or action seeks payment or performance by Viacom or one of its Affiliates of any liability or obligation of or requirement applicable to Blockbuster or any of its Affiliates under or with respect to the Common Agreements; provided that Blockbuster and its Affiliates will have no liability or obligation to Viacom and its Affiliates for failure to purchase goods or services under the Common Agreements after the Split-Off Date, except where Blockbuster or one of its Affiliates has, in anticipation of the Split-Off, entered into a written agreement with the applicable third party to extend Blockbuster’s or such Affiliates’ participation under the Common Agreement past the Split-Off Date. As used in this Agreement, “Common Agreements” means written agreements both (x) to which Viacom and/or any of its Affiliates is a party, and (y) to which Blockbuster and/or any of its Affiliates is a party, or under which Blockbuster and/or any of its Affiliates is deemed a party or receives goods or services by virtue of Viacom’s ownership of Blockbuster.
Common Agreements. Both parties further agree:
