Common use of Licensor Indemnification Clause in Contracts

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

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