Common use of Indemnification; Warranty Clause in Contracts

Indemnification; Warranty. Broker will indemnify and hold Licensee harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs furnished by Broker. Further, Broker warrants that the broadcasting of the Programs will not violate any rights of others, and Broker agrees to hold Licensee harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programs. Licensee reserves the right to refuse to broadcast any Programs containing matter which is or, in the reasonable opinion of Licensee, may be, or which a third party claims to be, violative of any right of Licensee or which may constitute a personal attack as the term is and has been defined by the Commission. Broker's obligation to hold Licensee harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensee shall indemnify and hold Broker harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations of rights of privacy and infringement of copyrights and proprietary rights resulting from programming furnished by Licensees. Further, Licensee warrants that the broadcasting of the Programs will not violate any rights of others, and Licensee agrees to hold Broker harmless for any loss, damage or injury or any kind (including reasonable legal fees and related costs) arising from the broadcast of programming on the Station furnished by Licensee. Licensee's obligation to hold Broker harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of the applicable statute of limitations.

Appears in 2 contracts

Samples: Time Brokerage Agreement (Nassau Broadcasting Corp), Time Brokerage Agreement (Nassau Broadcasting Corp)

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Indemnification; Warranty. Broker will indemnify and hold Licensee harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarkstrade marks, trade names names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs or programming furnished by Broker. Further, Broker warrants that the broadcasting of the Programs its programs will not violate any rights of others, others and Broker agrees to indemnify and hold Licensee Licensee, the Station, and their respective officers, directors, agents, stockholders, employees, and subsidiaries, harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programssuch programs. Licensee reserves the right to refuse to broadcast any Programs and all programs containing matter which is oris, or in the reasonable opinion of Licensee, Licensee may be, or which a third third-party claims to be, violative of any right of Licensee theirs or which may constitute a personal attack as the term is and has been defined by the CommissionFCC. Licensee will indemnify and hold Broker harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trade marks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights arising from Licensee’s preemption and broadcast of Licensee’s own programs. Further, Broker's ’s and Licensee’s obligation to hold Licensee each other harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensee shall indemnify and hold Broker harmless against all liability Unless an indemnifying party assumes the defense of a claim for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations of rights of privacy and infringement of copyrights and proprietary rights resulting from programming furnished by Licensees. Further, Licensee warrants that the broadcasting which indemnity is sought hereunder on behalf of the Programs indemnified party, the indemnified party shall have the right to employ its own counsel to conduct such defense (which shall be at the expense of the indemnifying party). The indemnified party shall render to the indemnifying party and its counsel such assistance as they may reasonably require in order to ensure the proper and adequate defense of any claim for which indemnity is sought hereunder. Neither party will not violate settle any rights of others, and Licensee agrees to hold Broker harmless claim for which indemnity is sought or owed under this Section 16 in a manner which imposes any loss, damage cost or injury or any kind (including reasonable legal fees and related costs) arising from the broadcast of programming penalty on the Station furnished by Licensee. Licensee's obligation to hold Broker harmless against other party without the liabilities specified above shall survive any termination of this Agreement until the expiration of the applicable statute of limitationsother party’s prior written consent.

Appears in 1 contract

Samples: Time Brokerage Agreement (Hispanic Broadcasting Corp)

Indemnification; Warranty. Broker will indemnify and hold Licensee harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs furnished by Broker. Further, Broker warrants that the broadcasting of the Programs will not violate any rights of others, and Broker agrees to hold Licensee harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programs. Licensee reserves the right to refuse to broadcast any Programs containing matter which is or, in the reasonable opinion of Licensee, may be, or which a third third-party claims to be, violative of any right of Licensee or which may constitute a personal attack as the term is and has been defined by the CommissionFCC. Broker's obligation to hold Licensee harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensee shall indemnify and hold Broker harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations of rights of privacy and infringement of copyrights and proprietary rights resulting from programming furnished by LicenseesLicensee. Further, Licensee warrants that the broadcasting of the Programs will not violate any rights of others, and Licensee agrees to hold Broker harmless for any loss, damage or injury or any kind (including reasonable legal fees and related costs) arising from the broadcast of programming on the Station furnished by Licensee. Licensee's obligation to hold Broker harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of the applicable statute of limitations.Stations furnished

Appears in 1 contract

Samples: Time Brokerage Agreement (Nassau Broadcasting Corp)

Indemnification; Warranty. Broker will indemnify and hold Licensee Licensees, or either of them, harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs furnished by Broker. Further, Broker warrants that the broadcasting of the Programs will not violate any rights of others, and Broker agrees to hold Licensee Licensees harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programs. Licensee reserves Licensees reserve the right to refuse to broadcast any Programs containing matter which is or, in the reasonable opinion of LicenseeLicensees, may be, or which a third third-party claims to be, violative of any right of Licensee Licensees or which may constitute a personal attack as the term is and has been defined by the Commission. Broker's obligation to hold Licensee Licensees harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensee Licensees, or either of them, shall indemnify and hold Broker harmless against all liability for its their material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations of rights of privacy and infringement of copyrights and proprietary rights resulting from programming furnished by Licensees. Further, Licensee warrants Licensees warrant that the broadcasting of the Programs will not violate any rights of others, and Licensee agrees Licensees agree to hold Broker harmless for any loss, damage or injury or any kind (including reasonable legal fees and related costs) arising from the broadcast of programming on the Station Stations furnished by LicenseeLicensees. Licensee's Licensees' obligation to to' hold Broker harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of the applicable statute of limitations.

Appears in 1 contract

Samples: Time Brokerage Agreement (Nassau Broadcasting Corp)

Indemnification; Warranty. Broker will indemnify indemnity and hold Licensee harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names or program titles, violation violative of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs furnished by Broker. Further, Broker warrants that the broadcasting of the Programs will not violate any rights of others, and Broker agrees to hold Licensee harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programs. Licensee reserves the right to refuse to broadcast any Programs containing matter which is or, in the reasonable opinion of Licensee, may be, or which a third third-party claims to be, violative violation of any right of Licensee or of which may constitute a personal attack as the term is and has been defined by the Commission. Broker's obligation to hold Licensee harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensee shall indemnify and hold Broker harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations violative of rights of or privacy and infringement of copyrights and proprietary rights resulting from programming furnished by LicenseesLicensee. Further, Licensee warrants that the broadcasting of the Programs will not violate any rights of others, and Licensee agrees to hold Broker harmless for any loss, damage or injury or any kind (including reasonable legal fees and related costs) arising from the broadcast of programming on the Station Stations furnished by Licensee. Licensee's obligation to hold Broker harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of the applicable statute of limitations.

Appears in 1 contract

Samples: Local Marketing Agreement (Nassau Broadcasting Corp)

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Indemnification; Warranty. Broker will indemnify and hold Licensee harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarkstrade marks, trade names names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs or programming furnished by Broker. Further, Broker warrants that the broadcasting of the Programs its programs will not violate any rights of others, others and Broker agrees to indemnify and hold Licensee Licensee, the Station, and their respective officers, directors, agents, stockholders, employees, and subsidiaries, harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programssuch programs. Licensee reserves the right to refuse to broadcast any Programs and all programs containing matter which is oris, or in the reasonable opinion of Licensee, Licensee may be, or which a third third-party claims to be, violative of any right of Licensee theirs or which may constitute a personal attack as the term is and has been defined by the Commission. Licensee will indemnify and hold Broker harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trade marks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights arising from Licensee's preemption and broadcast of Licensee's own programs. Further, Broker's and Licensee's obligation to hold Licensee each other harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensee shall indemnify and hold Broker harmless against all liability Unless an indemnifying party assumes the defense of a claim for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations of rights of privacy and infringement of copyrights and proprietary rights resulting from programming furnished by Licensees. Further, Licensee warrants that the broadcasting which indemnity is sought hereunder on behalf of the Programs will not violate any rights of othersindemnified party, and Licensee agrees the indemnified party shall have the right to hold Broker harmless for any loss, damage or injury or any kind employ its own counsel to conduct such defense (including reasonable legal fees and related costs) arising from which shall be at the broadcast of programming on the Station furnished by Licensee. Licensee's obligation to hold Broker harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration expense of the applicable statute indemnifying party). The indemnified party shall render to the indemnifying party and its counsel such assistance as they may reasonably require in order to ensure the proper and adequate defense of limitations.any claim for which indemnity is sought hereunder. Neither party will settle any claim for which indemnity is sought or owed under this

Appears in 1 contract

Samples: Time Brokerage Agreement (Heftel Broadcasting Corp)

Indemnification; Warranty. Broker will indemnify and hold Licensee harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs furnished by Broker. Further, Broker warrants that the broadcasting of the Programs will not violate any rights of others, and Broker agrees to hold Licensee harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programs. Licensee reserves the right to refuse to broadcast any Programs containing matter which is or, in the reasonable opinion of Licensee, may be, or which a third party claims to be, violative of any right of Licensee or which may constitute a personal attack as the term is and has been defined by the Commission. Broker's obligation to hold Licensee harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensee shall indemnify and hold Broker harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations of rights of privacy and infringement of copyrights and proprietary rights resulting from programming furnished by Licensees. Further, Licensee warrants that the broadcasting of the Programs will not violate any rights of others, and Licensee agrees to hold Broker harmless for any loss, damage or injury or any kind (including reasonable legal fees and related costs) arising from the broadcast of programming on the Station Stations furnished by Licensee. Licensee's obligation to hold Broker harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of the applicable statute of limitations.

Appears in 1 contract

Samples: Time Brokerage Agreement (Nassau Broadcasting Corp)

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