Common use of EXPENSES OF THE AGENT AND THE BANKS; INDEMNIFICATION Clause in Contracts

EXPENSES OF THE AGENT AND THE BANKS; INDEMNIFICATION. (a) Whether or not the transactions contemplated by this Agreement are consummated, the Borrower shall pay the costs and expenses, including the reasonable fees and disbursements of the Agent's special counsel and of the Co-Agent's special counsel, incurred by the Agent, the Co-Agent and the Banks in connection with (i) the negotiation, preparation, amendment or enforcement of this Agreement and the Collateral Documents and any amendment or modification thereof and the closing of the transactions contemplated hereby and thereby; (ii) the perfection of the Liens granted pursuant hereto and pursuant to the Collateral Documents; (iii) the making of the Loans and the issuance of the Letters of Credit hereunder; (iv) the negotiation, preparation or enforcement of any other document in connection with this Agreement, the Collateral Documents or the Loans made hereunder; (v) any proceeding brought or formal action taken by the Agent or the Banks to enforce any provision of this Agreement or any Collateral Document, or to enforce or exercise any right, power or remedy hereunder or thereunder; or (vi) any action which may be taken or instituted by any Person against the Agent or any Bank as a result of any of the foregoing; PROVIDED, HOWEVER, that the Borrower shall not be responsible for the legal fees of any Bank other than the Agent and the Co-Agent in respect of any period prior to the occurrence of a Possible Default. The estimated fees and expenses of the Agent's special counsel and of the Co-Agent's special counsel through the Closing shall be paid on the Closing Date. (b) The Borrower hereby indemnifies and holds harmless the Agent and each Bank and their respective directors, officers, employees, agents, counsel, subsidiaries and affiliates (the "Indemnified Persons") from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys fees) which may be imposed on, incurred by, or asserted against any Indemnified Person in any way relating to or arising out of this Agreement, the Collateral Documents, or any of them, or the Loans made pursuant hereto or the Letters of Credit issued pursuant hereto, or the use of the proceeds thereof or any of the transactions contemplated hereby or thereby or the ownership or operation of the Stations, the Newspapers, the Porta Phone Business or the Satellite Broadcasting Business or any of the other assets or businesses of the Borrower or its Subsidiaries or the breach by the Borrower or any of its Subsidiaries of any of the representations, warranties, covenants and agreements contained herein or in any Collateral Document; PROVIDED, HOWEVER, that the Borrower shall not be liable to any Indemnified Person, if there is a final non-appealable judicial determination that such claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulted solely from the gross negligence or willful misconduct of such Indemnified Person.

EXPENSES OF THE AGENT AND THE BANKS; INDEMNIFICATION. (a) Whether or not the transactions contemplated by this Agreement are consummated, the Borrower shall pay the costs and expenses, including the reasonable fees and disbursements of the Agent's special counsel and of the Co-Agent's special counsel, incurred by the Agent, the Co-Agent and the Banks in connection with (i) the negotiation, preparation, administration, amendment or enforcement of this Agreement and the Collateral Documents and any amendment or modification thereof and the closing of the transactions contemplated hereby and thereby; (ii) the perfection of the Liens granted pursuant hereto and pursuant to or the Collateral Documents; (iii) the making of the Loans and the issuance of the Letters of Credit hereunder; (iv) the negotiation, preparation or enforcement of any other document in connection with this Agreement, the Collateral Documents or the Loans made hereunder; (v) any proceeding brought or formal action taken by the Agent or the Banks to enforce any provision of this Agreement or any Collateral Document, or to enforce or exercise or preserve any right, power or remedy hereunder or thereunder; or (vi) any action which may be taken or instituted by any Person against the Agent or any Bank as a result of any of the foregoing; PROVIDED, HOWEVER, that the Borrower shall not be responsible for the legal fees of any Bank other than the Agent and the Co-Agent in respect of any period prior to the occurrence of a Possible Default. The estimated fees and expenses of the Agent's special counsel and of the Co-Agent's special counsel through the Closing shall be paid on the Closing Date. If any taxes, charges or fees shall be payable, or ruled to be payable, to any state or Federal authority in respect of the execution, delivery or performance of this Agreement, any Note or any other Collateral Document by reason of any existing or hereinafter enacted Federal or state statute (other than any such taxes on the net income of the Banks and any taxes, charges or fees which are included in the LIBOR Reserve Percentage), the Borrower will pay all such taxes, charges or fees, including interest and penalties thereon, if any, and will indemnify and hold harmless the Agent and the Banks against any liability in connection therewith. (b) The Borrower hereby indemnifies and holds harmless the Agent and each Bank and their respective directors, officers, employees, agents, counsel, subsidiaries and affiliates (the "Indemnified Persons") from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, including reasonable attorneys fees) which may be imposed on, incurred by, or asserted against any Indemnified Person in any way relating to or arising out of this Agreement, the Collateral Documents, or any of them, or the Loans made pursuant hereto or the Letters of Credit issued pursuant hereto, or the use of the proceeds thereof them or any of the transactions contemplated hereby or thereby or the ownership or operation of the Stationsbusiness, the Newspapers, the Porta Phone Business or the Satellite Broadcasting Business or any of the other assets or businesses operations of the Borrower or its Subsidiaries the ownership, maintenance, operation or the breach by the Borrower or any of its Subsidiaries of any management of the representationsTowers; provided, warranties, covenants and agreements contained herein or in any Collateral Document; PROVIDED, HOWEVERhowever, that the Borrower shall not be -------- ------- liable to any Indemnified Person, if there is a final non-appealable judicial determination that such claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulted solely from the gross negligence or willful misconduct of such Indemnified Person.

EXPENSES OF THE AGENT AND THE BANKS; INDEMNIFICATION. (a) Whether or not the transactions contemplated by this Agreement are consummated, the Borrower shall pay the costs and expenses, including the reasonable fees and disbursements of the Agent's special counsel and of the Co-Agent's special counsel, incurred by the Agent, the Co-Agent and the Banks in connection with (i) the negotiation, preparation, amendment or enforcement of this Agreement and the Collateral Documents and any amendment or modification thereof and the closing of the transactions contemplated hereby and thereby; (ii) the perfection of the Liens granted pursuant hereto and pursuant to the Collateral Documentshereto; (iii) the making of the Loans and the issuance of the Letters of Credit hereunder; (iv) the negotiation, preparation or enforcement of any other document in connection with this Agreement, the Collateral Documents or the Loans made hereunder; (v) any proceeding brought or formal action taken by the Agent or the Banks to enforce any provision of this Agreement or any Collateral Document, or to enforce or exercise any right, power or remedy hereunder or thereunder; or (vi) any action which may be taken or instituted by any Person against the Agent or any Bank as a result of any of the foregoing; PROVIDED, HOWEVER, that the Borrower shall not be responsible for the legal fees of any Bank other than the Agent and the Co-Agent in respect of any period prior to the occurrence of a Possible Default. The estimated fees and expenses of the Agent's special counsel and of the Co-Agent's special counsel through the Closing shall be paid on the Closing Date. If any taxes, charges or fees shall be payable, or ruled to be payable, to any state or Federal authority in respect of the execution, delivery or performance of this Agreement, the Notes or any other Collateral Document by reason of any existing or hereinafter enacted Federal or state statute, the Borrower shall pay all such taxes, charges or fees, including interest and penalties thereon, if any, and will indemnify and hold harmless the Banks against any liability in connection therewith. (b) The Borrower hereby indemnifies and holds harmless the Agent and each Bank and their respective directors, officers, employees, agents, counsel, subsidiaries and affiliates (the "Indemnified Persons") from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys fees) which may be imposed on, incurred by, or asserted against any Indemnified Person in any way relating to or arising out of this Agreement, the Collateral Documents, or any of them, or the Loans made pursuant hereto or the Letters of Credit issued pursuant hereto, or the use of the proceeds thereof or any of the transactions contemplated hereby or thereby or the ownership or operation of the Stations, the NewspapersMuzak Business, the Porta Phone Business or the Satellite Broadcasting Healthcare Communications Business or any of the other assets or businesses of the Borrower or its Subsidiaries or the breach by the Borrower or any of its Subsidiaries of any of the representations, warranties, covenants and agreements contained herein or in any Collateral Document; PROVIDED, HOWEVER, that the Borrower shall not be liable to any Indemnified Person, if there is a final non-appealable judicial determination that such claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulted solely from the gross negligence or willful misconduct of such Indemnified Person.

EXPENSES OF THE AGENT AND THE BANKS; INDEMNIFICATION. (a) Whether or not the transactions contemplated by this Agreement are consummated, the The Borrower shall will pay the all reasonable out-of-pocket costs and expenses, including the reasonable fees and disbursements of the Agent's special counsel and of the Co-Agent's special counsel, expenses incurred by the Agent, the Co-Agent and the Banks in connection with (i) the negotiation, preparation, amendment or enforcement development and execution of this Agreement and the Collateral Loan Documents and any amendment amendment, supplement or modification thereof to this Agreement, the Notes and the closing of the transactions contemplated hereby and thereby; (ii) the perfection of the Liens granted pursuant hereto and pursuant to the Collateral other Loan Documents; (iii) , the making of the Loans hereunder, the costs and the issuance of the Letters of Credit hereunder; (iv) the negotiation, preparation or enforcement of any other document expenses incurred in connection with the enforcement or preservation of any rights of the Agent and the Banks under this Agreement, the Collateral Notes and the other Loan Documents or in connection with the Loans made hereunder; (v) any proceeding brought or formal action taken by the Agent or the Banks Loans, and such costs and expenses shall include without limitation, fees and disbursements of counsel to enforce any provision of this Agreement or any Collateral Document, or to enforce or exercise any right, power or remedy hereunder or thereunder; or (vi) any action which may be taken or instituted by any Person against the Agent or any Bank as a result of any of the foregoing; PROVIDED, HOWEVER, that the Borrower shall not be responsible for the legal fees of any Bank other than the Agent and the Co-Agent in Banks; provided that the fees (but not the disbursements) of U.S. counsel for each of the Banks with respect of any period prior to the occurrence of a Possible Default. The estimated fees preparation, development and expenses execution of the Agent's special counsel Loan Documents described in ARTICLE IV hereof, and of with respect to the Co-Agent's special counsel through the Closing shall Loans to be paid made on the Closing Date, shall aggregate $15,000. (b) The Borrower hereby indemnifies and holds harmless agrees to indemnify the Agent and each Bank the Banks and their respective directors, officers, employeesemployees and agents against, agentsand to hold the Agent and the Banks and each such person harmless from, counsel, subsidiaries and affiliates (the "Indemnified Persons") from and against any and all claims, losses, liabilities, obligationsclaims, damages, penaltiesliabilities and related expenses, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, including reasonable attorneys fees) which may be imposed oncounsel fees and expenses, incurred by, by or asserted against the Agent or any Indemnified Person Bank or any such person arising out of, in any way relating to or arising out of this Agreement, the Collateral Documentsconnected with, or any as a result of them, or the Loans made pursuant hereto or the Letters of Credit issued pursuant hereto, or (i) the use of the proceeds thereof or any of the transactions contemplated hereby or thereby or the ownership or operation of the Stations, the Newspapers, the Porta Phone Business or the Satellite Broadcasting Business or any of the other assets or businesses of the Borrower or its Subsidiaries or the breach by the Borrower or any of its Subsidiaries of any of the representationsproceeds of the Loans, warranties(ii) this Agreement or other Loan Documents, covenants (iii) the performance by the parties hereto and agreements contained herein thereto of their respective obligations hereunder and thereunder (including but not limited to the making of the Commitments) and consummation of the Transactions (iv) breach of any representation or in warranty or (v) any Collateral Documentclaim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Agent or any Bank or any such person is a party thereto; PROVIDED, HOWEVER, that such indemnity shall not, as to the Borrower shall not be liable Agent or any Bank, apply to any Indemnified Person, if there is a final non-appealable judicial determination that such claims, losses, liabilities, obligationsclaims, damages, penalties, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulted solely to the extend that they result from the gross negligence or willful misconduct of the Agent or such Indemnified Bank. (c) The Borrower agrees to indemnify, defend and hold harmless the Agent and the Banks and their respective officers, directors, shareholder, agents and employees (collectively, the "Indemnities") from and against any loss, cost, damage, liability, lien, deficiency, fine, penalty or expense (including, without limitation, reasonable attorney's fees and reasonable expenses for investigation, removal, cleanup and remedial costs and modification costs incurred to permit, continue or resume normal operations of any property or assets or business of the firm) arising from a violation of, or failure to comply with any Environmental Laws and to remove any lien arising therefrom except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnities may incur or which may be claimed or recorded against any of the Indemnities by any Person. (d) The provisions of this SECTION 9.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any of the Loan Documents, or any investigation made by or on behalf of the Agent or any Bank. All amounts due under this SECTION 9.03 shall be payable on written demand therefor.

EXPENSES OF THE AGENT AND THE BANKS; INDEMNIFICATION. (a) Whether or not the transactions contemplated by this Agreement are consummated, the Borrower shall pay the costs and expenses, including the reasonable fees and disbursements of the Agent's special counsel and of the Co-Agent's special counsel, incurred by the Agent, the Co-Agent and the Banks in connection with (i) the negotiation, preparation, administration, amendment or enforcement of this Agreement and the Collateral Documents and any amendment or modification thereof and the closing of the transactions contemplated hereby and thereby; (ii) the perfection of the Liens granted pursuant hereto and or pursuant to the Collateral Documents; (iii) the making of the Loans and the issuance of the Letters of Credit hereunder; (iv) the negotiation, preparation or enforcement of any other document in connection with this Agreement, the Collateral Documents or the Loans made or Letters of Credit issued hereunder; (v) any proceeding brought or formal action taken by the Agent or the Banks to enforce any provision of this Agreement or any Collateral Document, or to enforce or exercise or preserve any right, power or remedy hereunder or thereunder; or (vi) any action which may be taken or instituted by any Person against the Agent or any Bank as a result of any of the foregoing; PROVIDED, HOWEVER, that the Borrower shall not be responsible for the legal fees of any Bank other than the Agent and the Co-Agent in respect of any period prior to the occurrence of a Possible Default. The estimated fees and expenses of the Agent's special counsel and of the Co-Agent's special counsel through the Closing shall be paid on the Closing Date. If any taxes, charges or fees shall be payable, or ruled to be payable, to any state or Federal authority in respect of the execution, delivery or performance of this Agreement, any Note or any other Collateral Document by reason of any existing or hereinafter enacted Federal or state statute (other than any such taxes on the net income of the Banks and any taxes, charges or fees which are included in the LIBOR Reserve Percentage), the Borrower will pay all such taxes, charges or fees, including interest and penalties thereon, if any, and will indemnify and hold harmless the Agent and the Banks against any liability in connection therewith. (b) The Borrower hereby indemnifies and holds harmless the Agent and each Bank and their respective directors, officers, employees, agents, counsel, subsidiaries and affiliates (the "Indemnified Persons") from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, including reasonable attorneys fees) which may be imposed on, incurred by, or asserted against any Indemnified Person in any way relating to or arising out of this Agreement, the Collateral Documents, the Transaction Documents, or any of them, or the Loans made pursuant hereto or the Letters of Credit issued pursuant hereto, or the use of the proceeds thereof thereof, or any of the transactions contemplated hereby or thereby or the ownership or operation of the Stationsbusiness, the Newspapers, the Porta Phone Business or the Satellite Broadcasting Business or any of the other assets or businesses operations of the Borrower or its Subsidiaries or the breach by the Borrower ownership, maintenance, operation or any of its Subsidiaries of any management of the representationsTowers; provided, warranties, covenants and agreements contained herein or in any Collateral Document; PROVIDED, HOWEVERhowever, that the Borrower shall not be liable to any Indemnified Person, if there is a final non-non- appealable judicial determination that such claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulted solely from the gross negligence or willful misconduct of such Indemnified Person.