Common use of INDEMNIFICATION OBLIGATIONS OF STARWAVE Clause in Contracts

INDEMNIFICATION OBLIGATIONS OF STARWAVE. Starwave agrees to, and shall, indemnify, defend and hold harmless ESPN and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns from and against any and all claims, demands, suits, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities arising from actions brought by third parties, for (a) any breach or alleged breach of any of the representations or warranties made by it under this Agreement; (b) any unauthorized use by it or any of its subcontractors of any ESPN Content or any portion of the Programming; (c) any infringement of such third party's copyrights contained in the portions of the Programming that are owned or controlled by Starwave or in all technology, software, data, and content therein that are supplied by Starwave; provided that ESPN shall promptly notify Starwave of any such claim and Starwave shall be given sole control and bear full responsibility for the defense (including any settlements) of any such claim; and ESPN shall provide Starwave with prompt notice and full information and reasonable assistance at ESPN's expense with respect to claims covered under this Section 8.2. Starwave shall keep ESPN informed of, and consult with ESPN in connection with the progress of such litigation or settlement; and Starwave shall not have any right, without ESPN's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of any ESPN Affiliate.

INDEMNIFICATION OBLIGATIONS OF STARWAVE. Starwave agrees to, and shall, indemnify, defend and hold harmless ESPN ABC and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns from and against any and all claims, demands, suits, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities arising from actions brought by third parties, for (a) any breach or alleged breach of any of the representations or warranties made by it under this Agreement; (b) any unauthorized use by it or any of its subcontractors of any ESPN ABC Content or any portion of the Programming; (cd) any infringement of such third party's copyrights contained in the portions of the Programming that are owned or controlled by Starwave or in all technology, software, data, and content therein that are supplied by Starwave; provided that ESPN ABC shall promptly notify Starwave of any such claim and Starwave shall be given sole control and bear full responsibility for the defense (including any settlements) of any such claim; and ESPN ABC shall provide Starwave with prompt notice and full information and reasonable assistance at ESPNStarwave's expense with respect to claims covered under this Section 8.2. Starwave shall keep ESPN ABC informed of, and consult with ESPN ABC in connection with the progress of such litigation or settlement; and Starwave shall not have any right, without ESPNABC's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of any ESPN ABC Affiliate.