Indemnification by Optionee. Optionee agrees to indemnify, defend and hold harmless Optionor (and its officers, directors, successors, and assigns) from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorney's fees and expenses, consultant's fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by Optionor and its successors as a result of:
(a) any breach by Optionee of any of its representations, warranties, covenants and obligations set forth in this Agreement; or
(b) any operations or activities engaged in by Optionee on the Property, including without limitation any matter, condition or state of fact involving Environmental Laws or Hazardous Materials or Environmental Liabilities which may arise after the Effective Date of this Agreement and that is caused by Optionee.
Indemnification by Optionee. To the extent permitted by law, Optionee will indemnify and hold harmless the Company, and its directors, officers, employees, agents and representatives, as well as its controlling persons (within the meaning of the Act) against any losses, claims, damages, liabilities, or expenses, including without limitation, attorneys' fees and disbursements, which arise out of or are based upon any violation by Optionee of the Act, or any rule or regulation promulgated thereunder applicable to Optionee or arise out of or are based upon any untrue statement of any material fact contained in the registration statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission, or alleged omission was made in such registration statement in reliance upon and in conformity with information furnished by Optionee in writing expressly for use in connection with such registration statement.
Indemnification by Optionee. Optionee agrees that he shall indemnify and hold harmless the Seller or any of the Seller’s agents, officers, employees, registered representatives, directors, or control persons who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, from and against all claims, losses, liabilities and expenses (including, without limitation, reasonable attorney’s fees, judgments, fines and amounts paid in settlement), actually and reasonably incurred, arising out of or in connection with any breach of the representations and warranties made by Optionee to the Seller in this Agreement.
Indemnification by Optionee. Optionee covenants and agrees to indemnify and hold Optionor and its Affiliates harmless from and against, and to reimburse Optionor and its Affiliates for, any claim for any losses, damages, liabilities or expenses, including counsel fees, incurred by Optionor or its Affiliates by reason of or arising from any breach of any representation, warranty, covenant or agreement of Optionee contained in this Agreement.
Indemnification by Optionee. Optionee shall indemnify and hold harmless the Corporation, its officers, directors, partners, members and agents and each person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 to the same extent as the foregoing indemnity from the Corporation to Optionee, but solely with reference to information in conformity with and related to Optionee furnished in writing by Optionee expressly for use in any registration statement or prospectus relating to the Option Stock, or any amendment or supplement thereto, or any preliminary prospectus. Optionee shall also indemnify and hold harmless any Underwriter of the Registrable Securities or shares of Common Stock, their officers, directors, partners, members and agents and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Corporation provided in this Section; provided, however, that in no event shall any indemnity obligation under this Section exceed the dollar amount of the net proceeds actually received by Optionee from the sale of Option Stock or shares of Common Stock, which gave rise to such indemnification obligation under such registration statement or prospectus.
Indemnification by Optionee. Optionee shall indemnify and hold the --------------------------- Grantors and their officers, directors, partners and shareholders harmless against and in respect of any and all Damages which the Grantors or any such person may suffer, incur or become subject to arising out of, based upon, as a consequence of relying upon or otherwise in respect of any inaccuracy in or breach of any representation or warranty of Optionee made in or pursuant to this Option Agreement or any breach or nonfulfillment of any covenant or obligation of Optionee contained in this Option Agreement.
Indemnification by Optionee. Optionee hereby indemnifies and agrees to defend and hold harmless Optionor, and its officers, directors, employees, agents and successors and assigns ("Optionor Indemnitees"), from and against any and all demands, claims, actions or causes of action, assessments, expenses, costs, damages, losses and liabilities (including attorneys' fees and other charges) which may at any time be asserted against or suffered by any Optionor Indemnitee, whether before or after the date of the Closing, as a result of, on account of or arising from (a) the failure of Optionee to perform any of Optionee's obligations hereunder or, to the extent provided in Section 10.1, the breach by Optionee of any of Optionee's representations and warranties made herein, (b) events, contractual obligations, acts or omissions of Optionee that occurred in connection with the ownership or operation of the Property subsequent to the Closing, (c) damage to property or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the operation of the Property at any time or times subsequent to the Closing, or (d) any damage to the Property caused by Optionee in connection with any studies, investigations or tests conducted by Optionee pursuant to Section 4.2 hereof. The obligations of Optionee under this Section 9.2 shall survive the Closing.
Indemnification by Optionee. Optionee agrees to indemnify and hold harmless each Tribune Denver Group Member from and against any and all Loss and Expense incurred by such Tribune Denver Group Member in connection with or arising from:
(i) any breach by Optionee, or any other failure of Optionee to perform, any of its covenants, agreements or obligations in this Agreement or in any Optionee Ancillary Agreement;
(ii) any breach of any warranty or the inaccuracy of any representation of Optionee contained or referred to in this Agreement or any certificate delivered by or on behalf of Optionee pursuant hereto;
(iii) the failure of Optionee to perform or discharge any of the Assumed Liabilities and Optionee’s (or any successor’s or assignee’s) operation of the Business and/or the ownership and/or use of the Purchased Assets after the Closing Date; or
(iv) any action or failure of Optionee to perform or discharge its obligations under the TBA. provided, however, that Optionee shall not be required to indemnify and hold harmless pursuant to clause (ii) with respect to Loss and Expense incurred by Tribune Denver Group Members until, and then only to the extent that, the aggregate amount of all such Loss and Expense exceeds One Hundred Fifty Thousand Dollars ($150,000) and, provided, further, that the aggregate amount that Optionee shall be required to indemnify and hold harmless pursuant to clause (ii) with respect to Loss and Expense incurred by Tribune Denver Group Members shall Table of Contents not exceed Eighteen Million Dollars ($18,000,000). The indemnification provided for in this Section 10.2 shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Tribune Denver Group Member under this Section 10.2 thereafter); provided, however, that if the Closing does not occur within one (1) year from the TBA Effective Date, then the indemnification provided for in this Section 10.2 shall terminate one (1) year after the Closing Date (and no claims shall be made by any Tribune Denver Group Member under this Section 10.2 thereafter), except that the indemnification by Optionee shall continue in any event as to:
(A) the covenants of Optionee set forth in Sections 7.1, 7.4(b), 12.2 or 12.10, as to all of which no time limitation shall apply other than the full period of any applicable statute of limitations plus sixty (60) days;
(B) any Loss or Expense incurred by any Tribune Denver Group Member in connection with or arising out of the failure of Optionee to...
Indemnification by Optionee. Optionee agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Registrable Securities held by Optionee, to the same extent as the foregoing indemnity from the Company to Optionee in SECTION 4.10, but only with respect to statements or omissions, if any, made in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to Optionee by or on behalf of Optionee, for inclusion in any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any such registration statement, preliminary prospectus, or final prospectus or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against Optionee pursuant to this SECTION 4.11, Optionee shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to Optionee, by the provisions of SECTION 4.10.
Indemnification by Optionee. In connection with a registration of the Option Shares under the Act pursuant to this paragraph 6, the Company and the Optionee shall enter into customary indemnification agreements with regard to losses, claims, damages or liabilities arising therefrom. In addition, if such registration relates to an underwritten offering, such indemnification agreements shall include the underwriters thereof as a party thereto.
