Common use of Rights of Indemnification Clause in Contracts

Rights of Indemnification. (a) It is understood and agreed that Buyer does not assume and shall not be obligated to pay, any liabilities of the Seller under the terms of the Agreement or otherwise, and it shall not be obligated to perform any obligations of the Seller, of any kind or manner except by reason of the contracts, leases and business agreements expressly assigned to and assumed by Buyer hereunder. The Seller hereby agrees to indemnify and hold Buyer and its successors and assigns (collectively, "Indemnified Parties", and individually, an "Indemnified Party") harmless for a period of one (1) year from the Closing Date, from and against: (i) Any and all damage of deficiency resulting from any misrepresentation, breach of warranty, or non-fulfillment of any agreement on the part of the Seller under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to any Indemnified Party pursuant to this Agreement or in connection with any of the transactions contemplated hereby; and (ii) Any and all actions, suits, proceeding, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees incurred by any Indemnified Party as a result of the failure or refusal of Seller to compromise or defend any claim incident to, or otherwise fail to comply with, the foregoing provisions. (b) If any claim or liability shall be asserted against any Indemnified Party which would give rise to a claim by such Indemnified Party against Seller for indemnification under the provisions of this Section, such Indemnified Party shall promptly notify the Seller in

Rights of Indemnification. (a) a. It is understood and agreed that Buyer Purchaser does not assume assume, and shall not be obligated to pay, any liabilities Liabilities of the Seller under the terms of the this Agreement or otherwise, otherwise and it shall not be obligated to perform any obligations of the Seller, Seller of any kind or manner except by reason of the contracts, leases and business agreements Contracts expressly assigned to and assumed by Buyer Purchaser hereunder, and, with respect to Contracts, only such obligations which arise subsequent to the Closing Date or as is herein provided. The Seller hereby agrees to jointly and severally indemnify and hold Buyer and Purchaser, its successors and assigns (collectivelyassigns, "Indemnified Parties", and individually, an "Indemnified Party") harmless for a period of one (1) year from the Closing Date, from and against: (i) i. Liabilities arising from the operation of the Stations prior to the Closing Date, including, but not limited to, any Tax Liability from such operation and claims arising or required to be performed prior to the Closing Date under any Contract assumed by Purchaser hereunder; and ii. Any and all damage of or deficiency resulting from any a misrepresentation, breach of warranty, warranty or non-fulfillment nonfulfillment of any a covenant or an agreement on the part of the Seller under this Agreement, or from any a misrepresentation in or omission from any certificate or other instrument furnished to any Indemnified Party Purchaser pursuant to this Agreement Agreement, or in connection with any of the transactions contemplated hereby; and (ii) iii. the Retained Liabilities; and iv. Any and all actions, suits, proceeding, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees attorneys' fees, incurred by any Indemnified Party Purchaser as a result of the Seller's failure or refusal of Seller to settle, compromise or defend any claim incident to, or otherwise fail to comply with, the foregoing provisions. (b) b. If any claim for which Purchaser is entitled to indemnity is asserted against Purchaser by a third party, Purchaser shall promptly give Seller notice thereof and give Seller an opportunity to defend the same with counsel of Seller's choice (subject to the approval of Purchaser, not to be unreasonably withheld or liability delayed) at Seller's expense. Purchaser, at Seller's expense, shall provide reasonable cooperation in connection with such defense. In the event that Seller desires to compromise or settle any such claim and such compromise will adversely affect Purchaser, Purchaser shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for money damages only and will include a full release and discharge of Purchaser, and Purchaser withholds its consent to such compromise or settlement, Purchaser and Seller agree that (i) Seller's Liability shall be limited to the amount of the proposed settlement and upon payment of such sum to Purchaser Seller shall thereupon be relieved of any further Liability with respect to such claim, and (ii) from and after such date, Purchaser will undertake all legal costs and expenses in connection with any such claim. If Seller fails to defend any claim within a reasonable time, Purchaser shall be entitled to assume the defense thereof, and Seller shall be liable to Purchaser for its expenses reasonably incurred, including attorneys' fees and payment of any settlement amount or judgment. c. It is understood and agreed that Seller does not assume, and shall not be obligated to pay, any Liabilities of Purchaser under the terms of this Agreement or otherwise. Purchaser hereby agrees to indemnify and hold Seller, its successors and assigns, harmless from and against: i. Liabilities arising from the operation of the Stations on or after the Closing Date, including, but not limited to, any Tax Liability resulting from such operation and claims arising or required to be performed on or after the Closing Date under any Contract assumed by Purchaser hereunder; and ii. Any and all damage or deficiency resulting from a misrepresentation, breach of warranty or nonfulfillment of a covenant or an agreement on the part of Purchaser under this Agreement, or from a misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby; and iii. the Assumed Liabilities; and iv. Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incurred by Seller as the result of Purchaser's failure or refusal to settle, defend or compromise any claim incident to any of the foregoing provisions. d. If any claim for which Seller is entitled to indemnity is asserted against Seller by a third party, Seller shall notify Purchaser promptly and give Purchaser an opportunity to defend the same with counsel of Purchaser's choice (subject to the approval of Seller, not to be unreasonably withheld or delayed) at Purchaser's expense. Seller, at Purchaser's expense, shall provide reasonable cooperation in connection with such defense. In the event that Purchaser desires to compromise or settle any Indemnified Party which would give rise such claim and such compromise will adversely affect Seller, Seller shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for money damages only and will include a full release and discharge of Seller, and Seller withholds its consent to such compromise or settlement, Purchaser and Seller agree that (i)Purchaser's Liability shall be limited to the amount of the proposed settlement and upon payment of such sum to Seller Purchaser shall thereupon be relieved of any further Liability with respect to such claim, and (ii) from and after such date, Seller will undertake all legal costs and expenses in connection with any such claims. If Purchaser fails to defend any claim by such Indemnified Party against within a reasonable time, Seller shall be entitled to assume the defense thereof, and Purchaser shall be liable to Seller for indemnification under the provisions its expenses reasonably incurred, including attorneys' fees and payment of this Section, such Indemnified Party shall promptly notify the Seller inany settlement amount or judgment.

Rights of Indemnification. (a) It Except as specifically assumed by Buyer hereunder, it is understood and agreed that Buyer does not assume and shall not be obligated to pay, any liabilities of the Seller Sellers under the terms of the Agreement or otherwisethis Agreement, and unless expressly provided for herein, it shall not be obligated to perform any obligations of the SellerSellers, of any kind or manner except manner. All representations, warranties and agreements by reason Sellers shall survive the Closing for a period of two (2) years from the contracts, leases and business agreements expressly assigned to and assumed date of Closing notwithstanding any investigation at any time by Buyer hereunderor on behalf of Buyer. The Seller Sellers hereby agrees to indemnify and hold Buyer and its successors and assigns (collectively, "Indemnified Parties" and individually, an "Indemnified Party") harmless for a period of two (2) years from the date of Closing from and against any and all damage, liability, deficiency or expense (including, without limitation, reasonable attorney's fees) arising out of or resulting from any material misrepresentation or breach of warranty on the part of Sellers under this Agreement. Sellers hereby agree to indemnify and hold Buyer and its successors and assigns (collectively, "Indemnified Parties", and individually, an "Indemnified Party") harmless for a period of one two (12) year years from the Closing Datedate of Closing, harmless from and against: (i) Any and all damage of claims, liabilities and obligations, damages, liability, deficiency resulting from any misrepresentation, breach of warranty, or non-fulfillment of any agreement on the part of the Seller under expense not expressly assumed by Buyer pursuant to this Agreement, arising from or from related to the Sellers' ownership or operation of the Stations or the Stations' Assets prior to the Closing hereunder, including without limitation, any misrepresentation in or omission from any certificate or other instrument furnished to any Indemnified Party pursuant to this Agreement or claims arising in connection with any failure by Sellers to pay or discharge any liability relating to the Stations that is not expressly assumed by Buyer pursuant to the provisions of the transactions contemplated hereby; andthis Agreement; (ii) Any and all actionsdamage, suitsliability, proceedingdeficiency or expense (including, damageswithout limitation, assessments, judgmentsreasonable attorneys' fees) arising out of all third party disputes arising from or related to the Sellers' ownership or operation of the Stations or the Stations' Assets prior to the Closing hereunder. (iii) Any and all fees, costs and expensesexpenses of any kind, including reasonable attorney's fees incurred by related or incident to any Indemnified Party as a result of the failure foregoing (including, without limitation, reasonable legal fees and expenses). (iv) Any and all severance pay or refusal other employment related payment required to be paid with respect to any employee of Seller the Stations not employed by Buyer or any liability or obligation arising under any employment contract, assumed or not, relating to compromise the payment of compensation, bonuses or defend any claim incident tobenefits accrued prior to the Closing Date. (v) Notwithstanding the foregoing, Sellers shall have no obligation to indemnify Buyer unless and until the aggregate amount of damages exceeds Ten Thousand Dollars ($10,000) (the "Basket"), at which time indemnification for the full amount of all damages (including the first $10,000) shall be due; provided, however, that payments due or otherwise fail made in connection with the prorations specified in Section 3 shall not be applied to comply with, the foregoing provisionsBasket. (b) If any claim or liability shall be asserted against any Indemnified Party which would give rise to a claim by such Indemnified Party against Seller Sellers for indemnification under the provisions of this Section, such Indemnified Party shall promptly notify the Seller inSellers in writing of the same providing details of the claim and give all reasonable cooperation in the defense thereof and the Sellers shall be entitled at its own expense to compromise or defend any such claim provided. Failure to give prompt notification shall not limit the Sellers' obligation except to the extent it is actually prejudiced by the delay in notice. (c) Buyer hereby agrees to indemnify and hold the Sellers and their successors and assigns (collectively, "Indemnified Parties", and individually, an "Indemnified Party"), for a period of two (2) years from the date of Closing, harmless from and against: (i) Any and all claims, liabilities and obligations, damages or expenses arising from or related to the ownership or operation of the Stations or the Stations' Assets subsequent to the Closing hereunder, including claims from third parties; and (ii) Any and all damage, liability, deficiency or expense (including, without limitation, reasonable attorneys' fees) resulting from any material misrepresentation or breach of warranty, or obligation of Buyer arising under this Agreement. (iii) Notwithstanding the foregoing, Buyer shall have no obligation to indemnify Sellers unless and until the aggregate amount of damages exceeds the Basket, at which time indemnification for the full amount of all damages (including the amount of the Basket) shall be due; provided, however, that payments due or made in connection with the prorations specified in Section 3 shall not be applied to the Basket. (d) If any claim or liability shall be asserted against the Sellers which would give rise to a claim by the Sellers against Buyer for indemnification under the provisions of this Section, Sellers shall promptly notify Buyer of the same and give all reasonable cooperation in the defense thereof and Buyer shall be entitled at its own expense to compromise or defend any such claim. (e) Anything in this Section 9 to the contrary notwithstanding, the indemnifying party shall not, without the