Common use of By the Buyer Clause in Contracts

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder Partners (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any the Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

By the Buyer. Subject The Buyer agrees to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend indemnify and hold harmless the Seller Sellers and the Stockholder their respective Affiliates, and their respective shareholders, partners, directors, officers, employees, agents, successors and assigns (collectively, the each an "Seller Indemnified Partiesindemnified person") from and against against, and to reimburse any such indemnified person when incurred with respect to, any and all Damages (i) Losses incurred in connection with by such indemnified person by reason of or arising out of or resulting from or incident to any in connection with (i) the breach of any covenant, breach of representation or warranty as made by or on behalf of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent contained in or pursuant to this Agreement, the Ancillary Agreements, any other Transaction Document or any other agreement contemplated hereby exhibit hereto or thereto or in any schedule, certificate, exhibit, schedule or other instrument certificate furnished or to be furnished by to the Buyer under Sellers pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated, (ii) based uponthe failure of the Buyer to perform any agreement required by this Agreement or any other Transaction Document to be performed by it, arising out and (iii) the allegation by any third party of or otherwise in respect the existence of any liability or obligation state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of the Business Buyer contained in this Agreement, any other Transaction Document or relating any exhibit hereto or in any schedule or certificate furnished or to be furnished to the Assets (a) relating Sellers pursuant to or in connection with this Agreement, any period on and after the Effective Date, other than those Damages based upon Transaction Document or arising out any of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Buyer of any claim by any third party for which such indemnified party may request indemnification under this Section 7.2 (except any failure or delay to give such notice shall not be liable for any such Damages relieve the Buyer of its obligations hereunder unless and only to the extent, if anyat all, that the Buyer has been irrevocably prejudiced directly by reason of such Damages result from failure or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingdelay).

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Partythe Seller, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading, or (vi) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to the Business required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

By the Buyer. Subject After the Closing occurs, and subject to Section 7.1(E) hereofthe terms and provisions of this Agreement, the Parent and Buyer shall indemnify, save, defend will indemnify the Sellers and hold each of them harmless against any loss, liability, deficiency, damage or expense (including reasonable legal fees and expenses) which the Seller and the Stockholder Sellers may suffer, sustain or become subject to (collectively, the a "Seller Indemnified PartiesLoss" and together with a Buyer Loss, a "Loss") from and against any and all Damages as a result of (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer herein; (ii) any failure of the Buyer to perform any covenant or Parent in agreement hereunder; or pursuant (iii) any losses, liability or damage to this Agreement, third parties resulting from the Ancillary Agreements, operation or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished ownership of the Stations by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective DateTime, other than those Damages based upon including but not limited to any and all liability arising under the Station Licenses or arising out of the Retained Liabilities, Assumed Contracts which accrue or (b) arising out of facts or circumstances existing on and relate to events occurring after the Effective DateTime. Subject to the other limitations contained in this Agreement, other than those Damages based upon or arising out of the Retained Liabilities; providedincluding this Article 15, however, that the Buyer shall not be required to indemnify the Sellers with respect to breaches of representations and warranties: (i) unless the Sellers give the Buyer written notice of such Seller Loss in accordance with Article 17, and in case of any claim made by the Sellers by reason of a third party claim, such notice shall be accompanied by a copy of such written notice of the third party claimant, and in the case of any claim made by the Sellers other than by reason of a third party claim, some damages or loss shall have been incurred in good faith at or prior to the date of such notice, and (ii) unless and until the aggregate amount of all Seller Losses for which the Buyer is liable under this Article 15 exceeds $200,000 if such aggregate amount is calculated prior to the first anniversary of the Closing Date or $300,000 if calculated on or after such first anniversary, and in either such event the Buyer will be liable for any such Damages all Seller Losses; provided, that the foregoing threshold shall not apply to the extent, if any, such Damages result from or arise Seller Losses arising out of a breach or violation of this Agreement by an Exempt Rep. Notwithstanding anything to the contrary contained herein, the maximum amount of indemnification for any Seller Indemnified Party, (iii) under Losses for which the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses is required to be stated therein or necessary indemnify the Sellers under this Article 15 shall not exceed an amount equal to make (i) the statements therein not misleadingPurchase Price less (ii) any amounts previously paid by the Buyer to the Sellers to cover such Seller Losses in the aggregate.

By the Buyer. Subject After the Closing occurs, and subject to Section 7.1(E) hereofthe terms and provisions of this Agreement, the Parent and Buyer shall indemnify, save, defend indemnify the Sellers and hold each of them harmless against any loss, liability, deficiency, damage or expense (including reasonable legal fees and expenses) which the Seller and the Stockholder Sellers may suffer, sustain or become subject to (collectively, the a "Seller Indemnified PartiesLoss" and together with a Buyer Loss, a "Loss") from and against any and all Damages as a result of (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, misrepresentation made by the Buyer in this Agreement; (ii) any failure of the Buyer to perform any covenant or Parent agreement of the Buyer in this Agreement; (iii) any of the Assumed Liabilities, including but not limited to any and all liability arising under the Station Licenses or pursuant the Assumed Contracts which accrue or relate to events occurring after the Effective Time. Subject to the other limitations contained in this Agreement, the Ancillary Agreementsincluding this Article 15, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be required to indemnify the Sellers with respect to any breach of warranty or misrepresentation: (i) unless the Sellers give the Buyer written notice of such Seller Loss in accordance with (and within the time periods provided in) Article 17, and in case of any claim made by the Sellers by reason of a third party claim, such notice shall be accompanied by a copy of such written notice of the third party claimant, and in the case of any claim made by the Sellers other than by reason of a third party claim, some damages or loss shall have been incurred in good faith at or prior to the date of such notice, and (ii) unless and until the aggregate amount of all Seller Losses for which the Buyer is liable under this Article 15 exceeds $500,000, and in that event the Buyer shall be liable for any such Damages all Seller Losses (subject to the extentlimitations provided for in this Agreement); provided, if any, such Damages result from or arise out of a breach or violation of this Agreement by any that the foregoing threshold shall not apply to Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, Losses arising out of breach of any warranty or based upon any untrue statement misrepresentation in Sections 6.1 or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any 6.2. The aggregate liability of the Other Acquired Businesses required Buyer for Seller Losses arising from the breach of any warranty or nonfraudulent misrepresentation by the Buyer in this Agreement shall be limited to $40,000,000, except that the aggregate liability of the Buyer for Seller Losses arising from the breach of any warranty or nonfraudulent misrepresentation in Sections 6.1 or 6.2 shall be stated therein or necessary limited to make an amount equal to the statements therein not misleadingPurchase Price.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and The Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder its shareholders, directors, officers, partners, agents and employees (collectively, the "Seller Indemnified PartiesSELLER INDEMNIFIED PARTIES") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Datecovenant or warranty, or the inaccuracy of any representation as of the Effective Daterepresentation, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, Agreement or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, or (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Closing Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of Date relating to the Retained Assumed Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified PartyParties, (iiic) under the Securities Actmatters specifically described in Section 5.9, or (d) the Exchange Act Assumed Liabilities. Notwithstanding anything to the contrary in the Agreement, including this Paragragh B, in no event shall any indemnification, payment or other federal obligation of Buyer to Seller, to the Seller Indemnified Parties, or state law to any third party arising from or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parentthis Agreement or the documents, Buyer or any Other Acquired Business contained in any preliminary prospectus, instruments and/or transactions contemplated by this Agreement exceed the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any amount of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingPurchase Price.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and The Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder its shareholders, directors, officers, partners, agents and employees (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Datecovenant or warranty, or the inaccuracy of any representation as of the Effective Daterepresentation, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, Agreement or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, or (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Closing Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of Date relating to the Retained Assumed Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified PartyParties, (iiic) under the Securities Actmatters specifically described in Section 5.9, or (d) the Exchange Act Assumed Liabilities. Notwithstanding anything to the contrary in the Agreement, including this Paragragh B, in no event shall any indemnification, payment or other federal obligation of Buyer to Seller, to the Seller Indemnified Parties, or state law to any third party arising from or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parentthis Agreement or the documents, Buyer or any Other Acquired Business contained in any preliminary prospectus, instruments and/or transactions contemplated by this Agreement exceed the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any amount of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingPurchase Price.