Common use of Licensee Indemnification Clause in Contracts

Licensee Indemnification. Licensee agrees to indemnify Licensor, its Affiliates, subsidiaries, partners, the partners of any partnership that is a partner of Licensee, its direct and indirect shareholders (other than Licensee and its Affiliates) and all officers, directors, employees and agents of any of the foregoing (the “Licensor Indemnitees”) against and hold the Licensor Indemnitees harmless from (subject to Section 15.8) any and all Losses incurred or suffered by any Licensor Indemnitee arising out of, relating to, or by reason of, (a) Grupo Televisa’s or its permitted sublicensees’ breach of, or non-compliance with, any covenant, agreement or provision herein contained or the inaccuracy of any representation or warranty made by Licensee); or (b) any program or commercial material (apart from the Licensed Content) furnished by Licensee. Such Losses shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to Univision Group on account of Univision Group’s payment of such claim; (ii) insurance proceeds which Univision Group has or will receive in connection with such Losses; and (iii) any recovery from third parties in connection with such Losses; provided, however, that Licensee shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if the Licensor Indemnitee provides Licensee with an undertaking to reimburse Licensee for the amount of any such claim ultimately received; and provided, further, that the Licensor Indemnitee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensee is subrogated (in form and substance satisfactory to Licensee) to such Licensor Indemnitee’s claims in respect of such insurance or third parties.

Licensee Indemnification. Licensee agrees to indemnify Licensor, its Affiliates, subsidiariessubsidiaries (other than Licensee and its Affiliates), partners, the partners of any partnership that is a partner of Licensee, its direct and indirect shareholders (other than Licensee and its Affiliates) and all officers, directors, employees and agents of any of the foregoing (the “Licensor Indemnitees”) against and hold the Licensor Indemnitees harmless from (subject to Section 15.8) any and all Losses incurred or suffered by any Licensor Indemnitee arising out of, relating to, or by reason of, (a) Grupo TelevisaLicensee’s or its controlled Affiliates’ or permitted sublicensees’ breach of, or non-compliance with, any covenant, agreement or provision herein contained or the inaccuracy of any representation or warranty made by Licensee); or (b) any program or commercial material (apart from the Licensed Content) furnished by Licensee. Such Losses shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to Univision Group Grupo Televisa on account of Univision Group’Grupo Televisa’s payment of such claim; (ii) insurance proceeds which Univision Group Grupo Televisa has or will receive in connection with such Losses; and (iii) any recovery from third parties in connection with such Losses; provided, however, that Licensee shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if the Licensor Indemnitee provides Licensee with an undertaking to reimburse Licensee for the amount of any such claim ultimately received; and provided, further, that the Licensor Indemnitee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensee is subrogated (in form and substance satisfactory to Licensee) to such Licensor Indemnitee’s claims in respect of such insurance or third parties.

Licensee Indemnification. Licensee agrees to indemnify Licensor, its Affiliates, subsidiariessubsidiaries (other than Licensee and its Affiliates), partners, the partners of any partnership that is a partner of Licensee, its direct and indirect shareholders (other than Licensee and its Affiliates) and all officers, directors, employees and agents of any of the foregoing (the “Licensor Indemnitees”) against and hold the Licensor Indemnitees harmless from (subject to Section 15.8) any and all Losses incurred or suffered by any Licensor Indemnitee arising out of, relating to, or by reason of, (a) Grupo TelevisaLicensee’s or its controlled Affiliates’ or permitted sublicensees’ breach of, or non-compliance with, any covenant, agreement or provision herein contained or the inaccuracy of any representation or warranty made by Licensee); or (b) any program or commercial material (apart from the Licensed Content) furnished by Licensee. Such Losses shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to Univision Group Grupo Televisa on account of Univision Group‘Grupo Televisa’s payment of such claim; (ii) insurance proceeds which Univision Group Grupo Televisa has or will receive in connection with such Losses; and (iii) any recovery from third parties in connection with such Losses; provided, however, that Licensee shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if the Licensor Indemnitee provides Licensee with an undertaking to reimburse Licensee for the amount of any such claim ultimately received; and provided, further, that the Licensor Indemnitee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensee is subrogated (in form and substance satisfactory to Licensee) to such Licensor Indemnitee’s claims in respect of such insurance or third parties.