Common use of Seller’s Indemnities Clause in Contracts

Seller’s Indemnities. From and after the Closing, Seller shall indemnify, defend, and hold harmless Buyer and its affiliates and their respective members, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person claiming by or through any of them, from and against, and reimburse them for, all claims, damages, liabilities, losses, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses, resulting from: (a) The ownership or operation of the Station Assets prior to the Closing, including without limitation any liabilities arising under the Station Licenses or the Assumed Contracts which relate to events occurring prior to the Closing; (b) Any liabilities of Seller not assumed by Buyer under this Agreement, including without limitation any liabilities arising at any time under any contract or agreement not included in the Assumed Contracts; (c) Any untrue representation, breach of warranty or nonfulfillment of any covenant by Seller contained in this Agreement or in any certificate, document or instrument delivered by Seller to Buyer under this Agreement; (d) Any failure of Seller to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; or (e) Any actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Seller’s Indemnities. From and after the Closing, Sellers and Emmis, jointly and severally (the “Seller Indemnifying Parties”) shall indemnify, defend, and hold harmless Buyer and its affiliates Buyers and their respective membersAffiliates (collectively, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person claiming by or through any of them, “Buyer Indemnified Parties”) from and against, and reimburse them for, all claims, damages, liabilities, losses, judgments, fines, penalties, costs and expenses, including, without limitation, including interest, penalties, court costs and reasonable attorneys' ’ fees and expensesexpenses (each, a “Loss” and together, “Losses”), resulting from, related to, or in connection with: (a) The ownership Any breach or misrepresentation by Sellers or Emmis of any of their respective representations or warranties in this Agreement or in any Related Documents; (b) Any breach, misrepresentation, or other violation by Sellers or Emmis of any of their respective covenants or agreements in this Agreement or in any Related Documents; (c) Subject to the LMA, any third-party claims brought against Buyers or their Affiliates to the extent attributable to Sellers’ operation of the Station Assets prior to the Closing, including without limitation any liabilities arising under the Station Licenses Stations or the Assumed Contracts which relate to events occurring other business prior to the Closing; (bd) Any liabilities Excluded Liabilities; and (e) Without limiting the generality of Seller not assumed by Buyer under this Agreementthe foregoing, including without limitation any liabilities arising at any time under any contract or agreement not except to the extent included in the Assumed Contracts; (c) Any untrue representationLiabilities, the failure of Sellers to timely withhold, collect, pay or remit any sales or use Tax or payroll or employment Tax imposed by any federal, state or local Taxing authority in connection with Sellers’ operations of the Stations before Commencement or the failure of Sellers to pay any wages or compensation to any Station Employee or before Commencement. To the extent a claim for indemnification is or may be based on both a breach of a representation and warranty or nonfulfillment of any covenant by Seller contained in this Agreement or in any certificateand pursuant to Section 12.1(c), document or instrument delivered by Seller to Buyer under this Agreement; (d) Any failure of Seller to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; or or (e), the indemnification claim shall be made pursuant to Section 12.1(c), (d) Any actionsor (e), suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any unless Buyers specifically provide otherwise in the notice of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityclaim.

Seller’s Indemnities. From and after the Closing, Sellers and Emmis, jointly and severally (the “Seller Indemnifying Parties”) shall indemnify, defend, and hold harmless Buyer and its affiliates Buyers and their respective membersAffiliates (collectively, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person claiming by or through any of them, “Buyer Indemnified Parties”) from and against, and reimburse them for, all claims, damages, liabilities, losses, judgments, fines, penalties, costs and expenses, including, without limitation, including interest, penalties, court costs and reasonable attorneys' ’ fees and expensesexpenses (each, a “Loss” and together, “Losses”), resulting from, related to, or in connection with: (a) The ownership Any breach or misrepresentation by Sellers or Emmis of any of their respective representations or warranties in this Agreement or in any Related Documents; (b) Any breach, misrepresentation, or other violation by Sellers or Emmis of any of their respective covenants or agreements in this Agreement or in any Related Documents; (c) Subject to the LMA, any third-party claims brought against Buyers or their Affiliates to the extent attributable to Sellers’ operation of the Station Assets prior to the Closing, including without limitation any liabilities arising under the Station Licenses Stations or the Assumed Contracts which relate to events occurring other business prior to the Closing; (bd) Any liabilities Excluded Liabilities; and (e) Without limiting the generality of Seller not assumed by Buyer under this Agreementthe foregoing, including without limitation any liabilities arising at any time under any contract or agreement not except to the extent included in the Assumed Contracts; (c) Any untrue representationLiabilities, the failure of Sellers to timely withhold, collect, pay or remit any sales or use Tax or payroll or employment Tax imposed by any federal, state or local Taxing authority in connection with Sellers’ operations of the Stations before Commencement, or the failure of Sellers to pay any wages or compensation to any Station Employee before Commencement. To the extent a claim for indemnification is or may be based on both a breach of a representation and warranty or nonfulfillment of any covenant by Seller contained in this Agreement or in any certificateand pursuant to Section 12.1(c), document or instrument delivered by Seller to Buyer under this Agreement; (d) Any failure of Seller to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; or or (e), the indemnification claim shall be made pursuant to Section 12.1(c), (d) Any actionsor (e), suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any unless Buyers specifically provide otherwise in the notice of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityclaim.