Programmer's Indemnification. Programmer shall indemnify and hold harmless Licensee from and against any and all claims, losses, costs, liabilities, damages, forfeitures and expenses (including reasonable legal fees and other expenses incidental thereto) of every kind, nature and description (collectively, "Damages") resulting from (i) Programmer's breach of any representation, warranty, covenant or agreement contained in this Agreement, or (ii) any action taken by Programmer or its employees and agents with respect to the Station, or any failure by Programmer or its employees and agents to take any action with respect to the Station, including, without limitation, Damages relating to violations of the Act or any rule, regulation or policy of the FCC, slander, defamation or other claims relating to programming provided by Programmer and Programmer's broadcast and sale of advertising time on the Station.
Programmer's Indemnification. Programmer shall indemnify and hold harmless Licensee, its partners and their respective directors, officers and stockholders from and against any and all claims, losses, costs, liabilities, damages, FCC forfeitures and expenses (including reasonable legal fees and other expenses incidental thereto) of every kind, nature and description, including but not limited to, those arising out of (a) Licensee's broadcast of the Programming and (b) liabilities of Programmer to its employees and other third parties.
Programmer's Indemnification. Programmer shall indemnify and hold Licensee harmless for any material loss, damage or injury of any kind sustained by Licensee resulting from Programmer's breach of this Agreement, from any programming material broadcast by Programmer on the Station, from the sale of or attempt by Programmer to sell advertising or program time on the Station, and from any material act or omission of any kind by Programmer.
Programmer's Indemnification. Programmer shall indemnify and hold Sellers harmless from and against any and all claims, losses, costs, liabilities, damages, forfeitures and expenses (including reasonable legal fees and other expenses incidental thereto) of every kind, nature and description (collectively, "Damages") resulting from (i) Programmer's breach of any representation, warranty, covenant or agreement contained in this Agreement, (ii) Programmer's negligence or willful misconduct or the negligence or willful misconduct of its employees or agents, and (iii) Damages relating to violations of the Copyright Act, the Act or any rule, regulation or policy of the FCC, forfeitures imposed by the FCC, slander, defamation or other third-party claims relating to programming provided by Programmer and Programmer's broadcast and sale of advertising time on the Station.
Programmer's Indemnification. Programmer shall indemnify and hold Licensee harmless for any material loss, damage, penalty or injury of any kind sustained by Licensee resulting from Programmer's breach of this Agreement, from any programming material broadcast by Programmer on the Station, from the sale of or attempt by Programmer to sell advertising or program time on the Station, and from any material act or omission of any kind by Programmer. Programmer shall carry liability insurance (including coverage for libel and slander) in a minimum liability limit of $1,000,000, with a maximum retention of $10,000, in which Licensee is named as an additional insured.
Programmer's Indemnification. Programmer shall indemnify and hold harmless Licensee from and against any and all claims, losses, costs, liabilities, damages, forfeitures and expenses (including reasonable legal fees and other expenses incidental thereto) of every kind, nature and description (collectively, "Damages") resulting from (i) Programmer's breach of any representation, warranty, covenant or agreement contained in this Agreement, or (ii) any claims relating to programming provided by Programmer and Programmer's broadcast and sale of advertising time on the Stations.
Programmer's Indemnification. Programmer shall indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, costs, liabilities, damages, FCC forfeitures, and expenses (including reasonable legal fees and other expenses incidental thereto) or every kind, nature, and description, arising out of (i) Programmer's broadcasts under this Agreement; (ii) Programmer's use of Licensee's equipment or other property; (iii) any misrepresentation or breach of any warranty of Programmer contained in this Agreement; and (iv) any breach of any covenant, agreement, or obligation of Programmer contained in this Agreement.
Programmer's Indemnification. Programmer shall indemnify, defend, hold and save ARS and its stockholders, directors, partners, officers, agents, employees, successors and assigns, harmless from and against any and all claims, losses, costs, liabilities, damages, Commission forfeitures, and expenses, including reasonable counsel fees (at trial and on appeal), of every kind, nature, and description including libel, slander, illegal competition or trade practices, or infringement of trade marks or program titles, violations of rights of privacy, and infringement of copyrights and proprietary rights arising out of (i) the programming furnished by Programmer under this Agreement, (ii) the actions or failure to act of Programmer's employees or agents under this Agreement, (iii) breach of any material warranty, representation, covenant, agreement or obligation of Programmer contained in this Agreement, (iv) any and all promotions, contests and on-air "give-aways" relating to the Station conducted by Programmer during the terms of this Agreement, (v) any liability resulting from Programmer's default under the Contracts assumed in accordance with Section 9 hereof, and (vi) all other matters arising out of or relating to Programmer's activities involving the Station or use of ARS's facilities or relating to the obligations assumed by Programmer under this Agreement.
Programmer's Indemnification. Programmer shall indemnify and hold harmless Paxsxx xxxm and against (i) any and all claims, losses, costs, liabilities, damages, forfeitures and expenses (including reasonable legal fees and other expenses incidental thereto) of every kind, nature and description (collectively, "Damages") resulting from Programmer's breach of any representation, warranty, covenant or agreement contained in this Agreement or (ii) any claim for slander, defamation or similar causes of action as a result of the broadcast of the Programming on the Station or Network.
Programmer's Indemnification. Programmer shall indemnify and hold harmless Licensee and Licensee's employees, officers, directors, affiliates and representatives from and against any and all claims, losses, costs, liabilities, damages, forfeitures and expenses (including reasonable legal fees and other expenses incidental thereto) of every kind, nature and description, including damage to the Station's facilities caused by the negligence or willful misconduct of Programmer (collectively, "Damages"), as incurred, resulting from (i) Programmer's breach of any representation, warranty, covenant or agreement contained in this Agreement, (ii) the provisions of Section 1.6 notwithstanding, any action taken by Programmer or its employees and agents with respect to the Station or any License relating thereto, or any failure by Programmer or its employees and agents to take any action with respect to the Station or any License relating thereto, including, damages relating to violations of the Act or any rule, regulation or policy of the FCC, slander, defamation or other claims relating to programming provided by Programmer and Programmer's broadcast and sale of advertising time on the Station, or (iii) any breach or alleged breach of the LFS Agreement, whether arising in connection with the execution and delivery of this Agreement or the Asset Purchase Agreement or Programmer's failure or alleged failure to perform Licensee's obligations thereunder. 11
