Common use of By Programmer Clause in Contracts

By Programmer. Programmer shall indemnify, defend and hold harmless each of Affiliate, its Affiliated Companies (as defined below) and the directors, officers, employees, and agents of Affiliate and its Affiliated Companies (collectively, the "Affiliate Indemnitees") from, against and with respect to any and all claims, criminal and civil liabilities, costs and expenses (including reasonable attorneys' and experts' fees) ("Claims") incurred to third parties (including without limitation, any Governmental Authorities) in connection with any claim against any of the Affiliate Indemnitees arising out of (i) Programmer's breach of its representations, warranties and covenants set forth in this Agreement, (ii) the Service or material or programming supplied by Programmer pursuant to this Agreement, (iii) the distribution or cablecast of any programming of the Service which violates or requires payment for use or performance of any copyright, right of privacy or literary, music performance or dramatic right, (iv) Programmer's advertising and marketing of the Service, (v) any acts or omissions by audio text suppliers (including, without limitation, the content of any of the audio text service) and all employees and contractors thereof, (vi) any other materials, including advertising or promotional copy, supplied or permitted by Programmer, and/or (vii) any claim for payment by a third party as a result of Affiliate's distribution of the Service. As used in this Agreement, "Affiliated Company(ies)" shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e., the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity.

By Programmer. Programmer shall indemnify, defend and hold harmless each of Affiliate, its Affiliated Companies (as defined below) ), Affiliate’s contractors, subcontractors and authorized distributors and the directors, officers, employees, employees and agents of Affiliate and its Affiliate, such Affiliated Companies and such contractors, subcontractors and distributors (collectively, the "“Affiliate Indemnitees"”) from, against and with respect to any and all claims, criminal and civil damages, liabilities, costs and expenses (including reasonable attorneys' ’ and experts' expert’s fees) ("Claims") incurred to third parties (including without limitation, any Governmental Authorities) in connection with any claim against any of the Affiliate Indemnitees arising out of (i) Programmer's ’s breach or alleged breach of its representations, warranties and covenants set forth in any provision of this Agreement, (ii) the Service or material or programming supplied by Programmer pursuant to this Agreement, (iii) the distribution or cablecast of any programming of on the Service which that violates or requires payment for use or performance of any copyright, right of privacy or literary, music performance performance, dramatic or dramatic other intellectual property right, or that violates any Law or that infringes upon the rights of any third party, (iv) Programmer's ’s advertising and marketing of the Service, (v) any acts or omissions by audio text suppliers (including, without limitation, the content of any of the audio text service) and all employees and contractors thereof, (vi) any other materials, including advertising or promotional copy, supplied or permitted by Programmer, and/or (vi) any false or misleading statements or representations contained in any programming on the Service, (vii) any claim for payment by a third party as a result failure of Affiliate's distribution of Programmer or its clients to deliver any advertised product or service, and/or (viii) any product liability. In addition, Programmer shall pay and hold the ServiceAffiliate Indemnitees harmless from any international, federal, state, or local taxes or fees which are based upon revenues derived by, or the operations of, Programmer. As used in this AgreementSection 8, "“Affiliated Company(ies)" ” shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e., the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity.

By Programmer. Programmer shall indemnify, defend and hold harmless each of Affiliate, its Affiliated Companies (as defined below) ), Affiliate's contractors, subcontractors and authorized distributors and the directors, officers, employees, employees and agents of Affiliate and its Affiliate, such Affiliated Companies and such contractors, subcontractors and distributors (collectively, the "Affiliate Indemnitees") from, against and with respect to any and all claims, criminal and civil damages, liabilities, costs and expenses (including reasonable attorneys' and experts' expert's fees) ("Claims") incurred to third parties (including without limitation, any Governmental Authorities) in connection with any claim against any of the Affiliate Indemnitees arising out of (i) Programmer's breach (or alleged breach but only with respect to third party claims) of its representations, warranties and covenants set forth in any provision of this Agreement, (ii) the Service or material or programming supplied by Programmer pursuant to this AgreementAgreement including the Enhanced Video Content, (iii) the distribution or cablecast of any programming of the Service which violates or requires payment for use or performance of any copyright, right of privacy or literary, music performance or dramatic right, (iv) Programmer's advertising and marketing of the Service, and/or (v) any acts or omissions by audio text suppliers (including, without limitation, the content of any of the audio text service) and all employees and contractors thereof, (vi) any other materials, including advertising or promotional copy, supplied or permitted by Programmer. In addition, and/or (vii) Programmer shall pay and hold the Affiliate Indemnitees harmless from any claim for payment by a third party as a result of Affiliate's distribution of federal, state, or local taxes or fees which are based upon revenues derived by, or the Serviceoperations of, Programmer. As used in this AgreementSection 8, "Affiliated Company(ies)" shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e., the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity.

By Programmer. Programmer shall indemnify, defend and hold harmless each of AffiliateDIRECTV, its Affiliated Companies (as defined below) ), DIRECTV's contractors, subcontractors and authorized distributors and the directors, officers, employees, employees and agents of Affiliate and its DIRECTV, such Affiliated Companies and such contractors, subcontractors and distributors (collectively, the "Affiliate DIRECTV Indemnitees") from, against and with respect to any and all claims, criminal and civil damages, liabilities, costs and expenses (including reasonable attorneys' and experts' expert's fees) ("Claims") incurred to third parties (including without limitation, any Governmental Authorities) in connection with any third party claim (including, without limitation, a claim by any Governmental Authority) against any of the Affiliate DIRECTV Indemnitees arising out of (i) Programmer's breach or alleged breach of its representations, warranties and covenants set forth in any provision of this Agreement, (ii) any content contained in the Service or material or programming supplied by Programmer pursuant to this AgreementServices, (iii) the distribution or cablecast of any programming of the Service Services which violates or requires payment for use or performance of any copyright, right of privacy or literary, music performance or dramatic right, (iv) Programmer's advertising and marketing of the ServiceServices, and/or (v) any acts or omissions by audio text suppliers (including, without limitation, the content of any of the audio text service) and all employees and contractors thereof, (vi) any other materials, including advertising or promotional copy, supplied or permitted by Programmer. In addition, and/or (vii) Programmer shall pay and hold the DIRECTV Indemnitees harmless from any claim for payment by a third party as a result of Affiliate's distribution of federal, state, or local taxes or fees which are based upon revenues derived by, or the Serviceoperations of, Programmer. As used in this Agreement, "Affiliated Company(ies)" shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e., the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity.