Common use of Hearst Clause in Contracts

Hearst. Hearst shall indemnify, defend and hold harmless TC ------ and its Affiliates and their respective employees, officers, directors, and agents (the "TC Parties") from any and all Losses of whatever type or kind -- ------- arising out of any breach by Hearst of any of the terms and conditions of this Agreement. TC shall cooperate with, and assist, Hearst with respect to any such Losses by (i) promptly notifying Hearst of any such Losses (provided that the failure to give such notice shall not affect Hearst's indemnification obligations except to the extent that Hearst is actually prejudiced thereby), (ii) promptly providing to Hearst any reasonably requested documents in its possession, custody, or control, and (iii) making its personnel familiar with the facts available to Hearst, except that Hearst shall reimburse TC for any out-of-pocket travel, lodging, and subsistence expenses necessarily and reasonably incurred by TC in effecting such cooperation.