Common use of Buyer's Right to Indemnification Clause in Contracts

Buyer's Right to Indemnification. Seller undertakes and -------------------------------- agrees to jointly and severally indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee ("Losses") arising from (i) the claims of third parties with respect to operation of the Stations or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's covenants, warranties or representations contained in this Agreement; (iii) all liabilities of Seller or the Stations not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (iv) all liens, charges, or encumbrances on any of the Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; and (v) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; (vi) any breach or default by Seller under any Contract prior to Closing. The foregoing indemnity is intended by Seller to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.

Buyer's Right to Indemnification. (a) Seller undertakes and -------------------------------- agrees to the Shareholders, jointly and severally severally, undertake and agree to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives representatives, and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee ("Losses") arising from (i) the claims of third parties with respect to operation of the Stations Business or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's or any Shareholder's covenants, warranties warranties, or representations contained in this Agreement; (iii) all liabilities of Seller or the Stations Business not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (iv) all liens, charges, or encumbrances on any of the Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; and (v) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; and (vi) any breach or default by Seller under any Contract prior to Closing; and (vii) non-compliance with any Year 2000 Condition, as defined below, including but not limited to third-party claims arising therefrom (except to the extent that such non-compliance with a Year 2000 Condition can be remedied through Permitted Corrective Action). The foregoing indemnity is intended by Seller and the Shareholders to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.

Buyer's Right to Indemnification. Seller undertakes and -------------------------------- agrees to Each of Nicxxxx xxd Seller, jointly and severally severally, undertake and agree to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholdersmembers, representatives representatives, and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee ("Losses") arising from (i) the claims of third parties with respect to operation of the Stations Business or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's or any Member's covenants, warranties warranties, or representations contained in this Agreement; (iii) all liabilities of Seller or the Stations Business not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (iv) all liens, charges, or encumbrances on any of the Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; and (v) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; and (vi) any breach or default by Seller under any Contract prior to Closing; to the extent any of the foregoing claims in subclauses (i) through (vi) are not covered by any applicable insurance or to the extent of any liability in excess of the policy limits of such insurance. The foregoing indemnity is intended by Nicxxxx xxd Seller to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth. Nothing in this Section 11.1.1 creates any rights to which any insurance company may be subrogated and no person who is not a party to this Agreement may enforce, directly or indirectly, this Section 11.1.1.

Buyer's Right to Indemnification. Seller undertakes (a) Seller, Company and -------------------------------- agrees to Cxxxxxxxx, jointly and severally severally, undertake and agree to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives representatives, and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee ("Losses") arising from (i) the claims of third parties with respect to operation of the Stations Business or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's, Company's or Cxxxxxxxx'x covenants, warranties warranties, or representations contained in this Agreement; (iii) all liabilities of Seller Seller, Company or Cxxxxxxxx or the Stations Business not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (iv) all liens, charges, or encumbrances on any of the Shares or Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; and (v) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; and (vi) any breach or default by Seller Seller, Company or Cxxxxxxxx under any Contract prior to Closing; and (vii) non-compliance with any Year 2000 Condition, as defined below, including but not limited to third party claims arising therefrom (except to the extent that such non-compliance with a Year 2000 Condition can be remedied through Permitted Corrective Action). The foregoing indemnity is intended by Seller Seller, Company and Cxxxxxxxx to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.. (b) For purposes hereof, the following are "Year 2000 Conditions": (i) that all data-processing hardware, systems, software, and stored data included among the Assets and all hardware products that have been sold and services that have been provided in conjunction with the Business (collectively, the "IT Products and Services") include and incorporate all systems and software solutions necessary or appropriate to address and accommodate Year 2000 computer systems issues; (ii) that, where applicable, the IT Products and Services have been tested and are fully capable of providing accurate results using data having date ranges spanning the twentieth and twenty-first centuries; and (iii) that, without limiting the generality of clauses (i) and (ii) of this Section, the IT Products and Services are able to (A) manage and manipulate data involving all dates from the twentieth and twenty-first centuries without functional or data abnormality related to such dates, (B) manage and manipulate data involving all dates from the twentieth and twenty-first centuries without inaccurate results related to such dates, (c) have user interfaces and data fields formatted to distinguish between dates from the twentieth and twenty-first centuries, and (D) represent all data related to include indications of the millennium, century, and decade as well as the actual year. 12.1.2

Buyer's Right to Indemnification. Seller undertakes Sellers undertake and -------------------------------- agrees agree to jointly and severally indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee ("Losses") arising from (ia) the claims of third parties with respect to the Centennial Entities' operation of the Stations or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (iib) a breach, misrepresentation, or other violation of any of Seller's Sellers' or the Centennial Entities' covenants, warranties or representations contained in this AgreementAgreement (in each case, read, including for purposes of determining whether a breach of such covenant, warranty or representation has occurred, without regard to materiality qualifications that may be contained therein); (iiic) all liabilities of Seller Sellers, the Centennial Entities or the Stations related to the period prior to the Closing Date and not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ivd) all liens, charges, or encumbrances Liens on any of the Assets which that are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; and (ve) all Administrative Violations and alleged Administrative Violations occurring prior to Closingthe Closing Date; (vif) any breach or default by Seller any of the Centennial Entities under any Contract prior to Closingthe Closing Date; (g) any liabilities or obligations of Sellers not expressly assumed by Buyer pursuant to the terms hereof; (h) the litigation described on Schedule 2.16; (i) the facts and circumstances described on Schedule 2.21; (j) the conditions disclosed in the Phase I report referenced on Schedule 2.30.1; (k) the Asset Purchase Agreement dated August 12, 1998 by and among Jacor Broadcasting of Las Vegas, Inc., Centennial Broadcasting and Centennial License, but excluding amounts required to be paid as a result of a judicial action that Buyer or any affiliate of Buyer directly or indirectly maintained or voluntarily assisted in maintaining, and also excluding Losses arising from a breach of that Agreement by Centennial Broadcasting or Centennial License after the Closing Date; (l) the assets of WBYU-AM (A) not being operated pursuant to a Final Order (the "WBYU Final Order") granting an application on FCC Form 302 to license the construction of such facilities in accordance with the specifications for construction set forth in the draft engineering portion of an as yet unfiled application for construction permit on FCC Form 301 to change the transmitter site of the station, which draft engineering portion is attached hereto as Exhibit J (the "Engineering Exhibit") and (B) not being constructed in an essentially 45 equivalent manner to that set forth in the Engineering Exhibit; provided however, that liability in the case of this item (l) shall not exceed the sum of Three Million Dollars ($3,000,000); and provided further that notwithstanding anything to the contrary herein the right of indemnification under this item (l) shall survive until one year after the date the WBYU Final Order becomes a Final Order. In addition to the foregoing, Sellers agree to refund to Buyer within 10 business days after a written request by Buyer the KSTJ Upgrade Amount and to pay to Buyer or its designee any other amounts, which together with the KSTJ Amount are not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) paid on or after Closing under the Spectrum Scan Agreement Agreement by Buyer or any party controlled by it or under common control with it if, despite commercially reasonable efforts by Buyer over a period of one year to secure a transmitter site for the KTSJ Signal Upgrade on commercially reasonable terms which transmitter site will permit operation of that station at full Class C facilities, Buyer is unable to secure a such a transmitter site; provided however, that if at any time within 12 months after Sellers make such refund, Buyer commences operation of KSTJ(FM) with full Class C facilities, Buyer shall promptly return the refund payment to Sellers . The foregoing indemnity is intended by Seller Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth. Notwithstanding the foregoing, with respect to the breach of any representation or warranty made herein that is made severally and not jointly, the obligations of the Sellers to indemnify the Buyer Indemnitees for Losses therefrom shall be several and not joint, and shall be the obligation only of the Seller breaching such representation and warranty.