Indemnification by Cablevision. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, Cablevision shall indemnify, defend and hold harmless the AMC Indemnitees from and against any and all Indemnifiable Losses of the AMC Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Cablevision Liabilities or alleged Cablevision Liabilities, including any breach by any member of the Cablevision Group of any provision of this Section 3.1; (ii) any breach by any member of the Cablevision Group of this Agreement; and (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Information Statement, or the Offering Memorandum or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent relating to the Cablevision Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
Appears in 4 contracts
Samples: Distribution Agreement, Distribution Agreement (AMC Networks Inc.), Distribution Agreement (Cablevision Systems Corp /Ny)
Indemnification by Cablevision. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, Cablevision shall indemnify, defend and hold harmless the AMC MSG Indemnitees from and against any and all Indemnifiable Losses of the AMC MSG Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Cablevision Liabilities or alleged Cablevision Liabilities, including any breach by any member of the Cablevision Group of any provision of this Section 3.1; (ii) any breach by any member of the Cablevision Group of this Agreement; and (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, Statement or the Information Statement, or the Offering Memorandum Statement or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent relating to the Cablevision Group; and (iv) any indemnification obligation that MSG may have to the National Basketball Association pursuant to the NBA Agreement and Undertaking or to the National Hockey League pursuant to the NHL Consent Agreement, in each case as a result of any act or omission by any member of the Cablevision Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
Appears in 3 contracts
Samples: Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (Madison Square Garden, Inc.), Distribution Agreement (Madison Square Garden, Inc.)