Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. Nexstar shall indemnify and hold Mission and its officers, directors, stockholders, agents, and employees harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar (a) The Employer agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Employer or is or was serving at the request of the Employer as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall indemnify be indemnified and hold Mission held harmless by the Employer to the fullest extent legally permitted or authorized by the Employer’s certificate of incorporation or bylaws or resolutions of the Employer’s Board against all cost, expense, liability and its officersloss (including, directorswithout limitation, stockholdersattorneys’ fees, agentsjudgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and employees harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating such indemnification shall continue as to the advertising Executive even if he has ceased to be a director, member, employee or agent of the Employer or other material furnished entity and shall inure to the benefit of the Executive’s heirs, executors or administrators (the “Indemnified Claims”). Provided that the Executive provides the Employer with prompt notice of any such Proceeding or Indemnified Claim, then the Employer shall advance to the Executive all reasonable attorneys fees and expenses incurred by Nexstar for broadcast on the Station, along him in connection with any fine a Proceeding or forfeiture imposed Indemnified Claim within a reasonable time after submission of reasonable documentation of such fees and expenses. Such request shall include an undertaking by the FCC because Executive to repay the amount of the content of material furnished such advance if it shall ultimately be determined that he is not entitled by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission law to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, be indemnified against such fees and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar (i) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold Mission harmless to the fullest extent permitted under Applicable Law each person who is now, or has been at any time prior to the date hereof, an officer, director, employee, trustee or agent of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation (and shall pay expenses for legal fees in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under Delaware law, provided that the Indemnified Party agrees that, in the event that it is ultimately determined that such Indemnified Party is not entitled to the payment of such expenses, for any reason, such Indemnified Party shall reimburse Parent and the Surviving Corporation for such expenses paid in advance) arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before the Effective Time and including, without limitation, liabilities arising under the Securities Act, the Exchange Act and state corporation laws in connection with the Merger; provided that the Parent and the Surviving Corporation shall pay for only one law firm (in addition to local counsel) for all Indemnified Parties, unless the use of one law firm for all Indemnified Parties would present such law firm with a conflict of interest. Parent shall cause the Surviving Corporation to keep in effect the Company's current provisions in its officersCertificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification of the Indemnified Parties to the fullest extent permitted under the DGCL. In the event of any actual or threatened claim, directorsaction, stockholderssuit, agentsproceeding or investigation in respect of such acts or omissions, Parent shall, and employees harmless against shall cause the Surviving Corporation to cooperate in the defense of any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, such matter; provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement Parent and the indemnified party rejects the Surviving Corporation shall not be liable for any settlement unreasonably, the indemnifying party’s liability will effected without their written consent (which consent shall not be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00unreasonably withheld); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar (a) The Company shall, and shall cause its Subsidiaries to, indemnify and hold Mission harmless each Covered Person and its officers, directors, stockholders, agents, the Manager to the fullest extent permitted by applicable law from and employees harmless against any and all liability for libellosses, slanderclaims, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liabilitydemands, costs, damages, liabilities (joint or several), obligations, expenses of any nature (including reasonable legal and accounting fees and expenses, including counsel fees costs of investigation and sums paid in settlement), judgments, fines, settlements, and other amounts (at trial “Indemnified Costs”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved as a party or otherwise, incurred by reason of any act or omission performed or omitted by such Covered Person from and after the Effective Date in good faith on appeal). The indemnification obligations under this Section shall survive any termination behalf of the Company and its Subsidiaries and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. The obligation , regardless of each party whether the Covered Person is a Covered Person at the time any such Indemnified Cost is paid or incurred, except that neither the Manager nor any Covered Person shall be entitled to indemnify is conditioned on be indemnified in respect of (and this provision shall not reduce or limit the receipt liability of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation a Covered Person with respect to) any Indemnified Cost incurred by such Covered Person by reason of such Covered Person’s fraud, gross negligence, intentional misconduct or bad faith violation of the claiming party in defending against implied contractual covenant of good faith and fair dealing or such Covered Person’s breach of a this Agreement or other agreement with the claim. The party responsible for indemnification shall select counsel Company or a Subsidiary to which such Covered Person is a party, and control the defense, subject with respect to the indemnified party’s reasonable approvalManager or the Day-to-Day Operating Manager, a breach of fiduciary duties; provided, however, that no claim may any indemnity under this Section 3.18 shall be settled by an indemnifying party without provided out of and to the consent extent of the indemnified partyassets of the Company and its Subsidiaries (including insurance) only, and provided further, that if an indemnifying party and a claimant agree no Covered Person shall have any personal liability on a settlement and the indemnified party rejects the settlement unreasonablyaccount thereof. Further, the indemnifying party’s liability will be limited to Company shall not indemnify the amounts the claimant agreed to accept Manager or any Covered Person in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, connection with a deductible proceeding (or part thereof) initiated by such Person or any of no more than $100,000such Person’s Affiliates, against the Company or any Subsidiary or any other Covered Person, whether by direct claim, counterclaim or otherwise, unless the initiation thereof was approved or ratified by the Board. Each Party will name the other party as an additional insured on these policiesThe Company may cause each of its Subsidiaries to execute a joinder agreeing to assume responsibility for its obligations pursuant to this Section 3.18 and to act in accordance herewith.

Indemnification; Insurance. Nexstar At all times following the Merger, the Surviving Corporation shall indemnify all present and hold Mission former directors or officers of the Company and its officers, directors, stockholders, agents, and employees harmless Subsidiaries (“Indemnified Parties”) against any and all liability for libelcosts or expenses (including reasonable attorneys’ fees), slanderjudgments, illegal competition fines, losses, claims, damages, penalties or trade practiceliabilities (collectively, infringement “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from pertaining to matters existing or relating occurring at or prior to the advertising Effective Time, whether asserted or other material furnished claimed prior to, at or after the Effective Time, to the fullest extent permitted by Nexstar law, to the extent such Costs have not been paid for broadcast on by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties’ agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the Stationby-laws or certificate of incorporation of the Company or any of its Subsidiaries, along with any fine contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company’s current directors’ and officers’ liability insurance and fiduciary liability insurance and indemnification policy (or forfeiture imposed a policy providing substantially similar coverage, including a prepaid “tail” policy) (the “D&O Insurance”) for all persons who are directors and officers of the Company and its Subsidiaries covered by the FCC because Company’s D&O Insurance as of the content Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of material furnished by Nexstar or any conduct 300% of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission the annual premium paid for D&O Insurance in effect prior to broadcast advertising material furnished by Nexstar except as permitted by Section 8 the date of this Agreement. Indemnification shall include all liability, costs, ; and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The Surviving Corporation shall maintain in effect for a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount period of not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; six years from the Effective Time, in its certificate of incorporation and (C) libel/defamation/First Amendment liability insurancebylaws, with a deductible provisions substantially identical to Article X of no more than $100,000the certificate of incorporation of the Company and Article VI of the bylaws of the Company, respectively, as currently in effect. Each The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party will name the other party as an additional insured on these policiesand his or her heirs and representatives.

Indemnification; Insurance. Nexstar Cadila shall indemnify indemnify, defend, and hold Mission harmless Novavax and its officersaffiliates, directors, stockholdersofficers, agentsemployees, and employees harmless agents against any and all liability for libellosses, slandercosts, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacyexpenses, and infringement damages, including but not limited to reasonable attorneys fees and costs of copyrights investigation, arising out of any third party suit, action or proceeding and proprietary rights resulting from or relating attributable to the advertising negligence or other material furnished by Nexstar for broadcast on willful misconduct of Cadila or arising out of Cadila’s failure to perform the Station, along Services in compliance with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify terms and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 conditions of this Agreement. Indemnification Novavax shall include indemnify, defend, and hold harmless Cadila and its affiliates, directors, officers, employees, and agents against any and all liabilitylosses, costs, and expenses, and damages, including counsel but not limited to reasonable attorneys fees (at trial and on appeal). The indemnification costs of investigation, arising out of any third party suit, action or proceeding and attributable to the negligence or willful misconduct of Novavax in connection with its obligations under this Section Agreement or to the use, development, manufacture or commercialization by or for Novavax or any licensee of any Novavax IP Rights, or any products or services utilizing or covered by the same. Any party seeking indemnification under this Agreement shall survive any termination of this Agreementprovide prompt written notice to the indemnifying party identifying the claim or potential claim giving rise to the indemnification; provided that failure to provide such notice shall not remove the obligation to indemnify unless and to the extent such failure prejudices the indemnifying party. The obligation indemnifying party shall have the right to assume the defense of each party to indemnify is conditioned on any claims that are the receipt subject of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defenseat its expense, subject provided that if there are defenses available to the indemnified party in conflict with the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. indemnifying party’s reasonable approvaldefense, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and then the indemnified party rejects the settlement unreasonably, may retain its own counsel at the indemnifying party’s expense. No party shall settle or compromise any claim for which indemnification has been requested without the prior approval of the other party. Each party shall secure and maintain in full force and effect throughout the performance of each Project Plan policies of general liability, product liability will be limited and other insurance having policy limits, deductibles and other terms appropriate to the amounts conduct of the claimant agreed Services and the party’s business and to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general cover the liability insurance with reputable companies covering their activities that could arise under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; Agreement and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policiesthis Section 9.9 specifically.

Indemnification; Insurance. Nexstar The Grantee shall indemnify assume all risk of and responsibility for, and agrees to indemnify, defend and hold Mission harmless the State of New Jersey and its officers, directors, stockholders, agents, employees from and employees harmless against any and all liability for libelclaims, slanderdemands, illegal competition suits, actions, recoveries, judgments and costs and expenses in connection therewith on account of loss of life or trade practiceproperty or mental or physical injuries to any person or persons or damage to property which shall arise from or result directly or indirectly from (1) the work, infringement of trademarks, trade namesservices, or program titlesmaterials provided under this Grant Agreement; or (2) any failure to perform the Grantee’s obligations under this Grant Agreement; or (3) any improper or deficient performance of such contractual obligations. The Grantee shall, violation at its own expense, appear, defend and pay all charges for attorneys and all costs and other expenses arising from any such claim, demand, suit or action incurred in connection therewith. If any judgment shall be rendered against the State of rights of privacyNew Jersey for which indemnification is provided under this Grant Agreement, the Grantee shall at its own expense satisfy and infringement of copyrights discharge the same. It is expressly agreed and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the Station, along with understood that any fine or forfeiture imposed approval by the FCC because Department of the content of material furnished services and activities performed by Nexstar the Grantee shall not operate to limit the indemnification obligations or any conduct other obligations of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of the Grantee assumed under this Grant Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligation is not limited by, but is in addition to, any insurance obligations contained in this Grant Agreement. Furthermore, the provisions of this indemnification clause shall in no way limit the obligations assumed by the Grantee under this Grant Agreement, nor shall they be construed to relieve the Grantee of any liability nor preclude the State of New Jersey from taking other actions available to it under any other provisions of this Grant Agreement or otherwise in law. The Grantee shall, at its own expense, purchase such insurance as is necessary to cover the risks and liabilities imposed by law for the services under this Grant Agreement. Within five days of a written request by the Department, the Grantee shall provide the Department with a certificate or certificates of insurance, together with declaration pages, showing compliance with the insurance obligation set forth herein. This Section of this Attachment shall survive any the expiration or termination of this the Grant Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar shall indemnify and hold Mission and its officers, directors, stockholders, agents, and employees harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the StationStations, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar At all times following the Merger, the Surviving Corporation shall indemnify all present and hold Mission former directors or officers of the Company and its officers, directors, stockholders, agents, and employees harmless Subsidiaries ("Indemnified Parties") against any and all liability for libelcosts or expenses (including reasonable attorneys' fees), slanderjudgments, illegal competition fines, losses, claims, damages, penalties or trade practiceliabilities (collectively, infringement "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from pertaining to matters existing or relating occurring at or prior to the advertising Effective Time, whether asserted or other material furnished claimed prior to, at or after the Effective Time, to the fullest extent permitted by Nexstar law, to the extent such Costs have not been paid for broadcast on by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the Stationby-laws or certificate of incorporation of the Company or any of its Subsidiaries, along with any fine contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or forfeiture imposed a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the FCC because Company's D&O Insurance as of the content Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of material furnished by Nexstar or any conduct 300% of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission the annual premium paid for D&O Insurance in effect prior to broadcast advertising material furnished by Nexstar except as permitted by Section 8 the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. Indemnification shall include all liability, costsThe provisions of this Section are intended for the benefit of, and expensesshall be enforceable by, including counsel fees (at trial each Indemnified Party and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim his or her heirs and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policiesrepresentatives.

Indemnification; Insurance. Nexstar Subtenant shall indemnify indemnify, defend and hold Mission harmless Sublandlord and Master Landlord and their respective partners, agents, employees, mortgagees or contractors from and against any and all claims, actions, liabilities, losses, damages, costs and expenses (including, but not limited to, court costs and reasonable attorneys' fees and disbursements) arising from or in connection with (i) the use of the Subleased Premises during the Term, (ii) the conduct or management of any work or thing whatsoever done in or about the Subleased Premises during the Term and from any condition or any injury to or death of persons or damage to property occurring or resulting from an occurrence during the Term in or about the Subleased Premises, unless caused by the Sublandlord; and (ii) any breach or default on the part of the Subtenant in the performance of any covenant or agreement on the part of the Subtenant to be performed pursuant to the terms of this Sublease which causes a breach of the Master Lease or from any negligent act or omission on the part of the Subtenant or any of its “Related Parties,” as hereinafter defined, related to or arising from the use and occupancy of the Subleased Premises or the Cafeteria, fitness center and other Common Areas under this Sublease and Master Lease. The Subtenant further agrees to indemnify the Sublandlord from and against all reasonable costs, expenses (including reasonable attorneys’ fees) and other liabilities incurred in connection with any such indemnified claim or action or proceeding brought thereon, any and all of which, if reasonably suffered, paid or incurred by the Sublandlord, the Subtenant shall pay promptly upon demand to the Sublandlord as additional rent. Sublandlord shall indemnify, defend and hold harmless Subtenant and Master Landlord and their respective partners, agents, employees, officers, directors, stockholders, agents, mortgagees or contractors from and employees harmless against any and all liability for libelclaims, slanderactions, illegal competition liabilities, losses, damages, costs and expenses (including, but not limited to, court costs and reasonable attorneys' fees and disbursements) arising from or trade practicein connection with the gross negligence or willful misconduct of Sublandlord or its partners, infringement of trademarksemployees, trade namesagents or contractors, or program titles, violation any breach or default by Sublandlord of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of Sublandlord's obligations under this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal)Sublease. The indemnification obligations under terms of this Section shall survive any the termination or expiration of this AgreementSublease. The obligation Subtenant shall be required to maintain at its own expense, during the term of each party to indemnify is conditioned on the receipt this Sublease, Comprehensive General Liability Insurance, including contractual liability coverage, with minimum limits of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars $5,000,000 per occurrence, and applicable Worker’s Compensation insurance with statutory minimum limits, and Employer’s Liability Insurance with minimum limits of not less than $5,000,000. Such insurance policies shall be issued by insurance companies licensed to do business in Connecticut, shall name Sublandlord and Master Landlord as additional insureds as their interests may appear and shall provide that the insurance shall not be canceled or materially changed in the scope or amount of coverage unless fifteen ($1,000,000.00); (B15) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability days advance written notice is given to Sublandlord. Prior to the Commencement Date, Subtenant shall provide Sublandlord with a certificate of insurance, with a deductible of no more than $100,000. Each Party will name the other party evidencing such coverages and naming Sublandlord and Master Landlord as an additional insured on these policiesinsureds.

Indemnification; Insurance. Nexstar shall indemnify You agree to indemnify, defend, and hold Mission harmless us, our affiliates, and its officersour and their respective shareholders, directors, stockholdersofficers, employees, agents, successors and employees harmless against assignees (collectively, “Indemnified Parties”) against, and to reimburse any one or more of the Indemnified Parties for, all third party claims, any and all liability for libeltaxes, slanderand any and all claims and liabilities directly or indirectly arising from the operation of the STORE, illegal competition including claims or trade practiceholdings that we were directly, infringement indirectly or vicariously negligent in any degree. For purposes of trademarksthis indemnification, trade namesthe reference to “claims and liabilities” (collectively called “Claims” and individually called a “Claim”) means all obligations and damages (actual, consequential, or program titles, violation of rights of privacyotherwise) suffered as a result, and infringement costs reasonably incurred in defending, any claim asserted against any of copyrights the Indemnified Parties, including, without limitation, reasonable accountants’, arbitrators’, attorneys’, and proprietary rights resulting from expert witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration, or relating alternative dispute resolution, and travel and living expenses. Each Indemnified Party may defend any claim against it at your expense and agree to the advertising settlements or take any other remedial, corrective or other material furnished by Nexstar for broadcast on the Stationactions. An Indemnified Party need not seek recovery form an insurer or other third party, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and otherwise mitigate its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, losses and expenses, including counsel fees (at trial in order to maintain and on appeal)recover fully a claim against you. The indemnification obligations under this Section shall survive any You agree that a failure to pursue such recover or to mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover from you. This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, You agree that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability we will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party named as an additional insured on these policiesunder the STORE’s general liability insurance policy and that you will periodically furnish evidence of your insurance coverage and our status as additional insured upon our request. Compliance with the foregoing requirement relating to our general liability insurance shall not abrogate or diminish your obligations to indemnify us as provided in this Section.

Indemnification; Insurance. Nexstar At all times following the Merger, the Surviving Corporation shall indemnify all present and hold Mission and its officers, directors, stockholders, agents, and employees harmless former directors or officers of the Company (“Indemnified Parties”) against any and all liability for libelcosts or expenses (including reasonable attorneys’ fees), slanderjudgments, illegal competition fines, losses, claims, damages, penalties or trade practiceliabilities (collectively, infringement “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from pertaining to matters existing or relating occurring at or prior to the advertising Effective Time, whether asserted or other material furnished claimed prior to, at or after the Effective Time, to the fullest extent permitted by Nexstar law, to the extent such Costs have not been paid for broadcast on the Stationby insurance and shall, along in connection with defending against any fine or forfeiture imposed action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties, from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by the FCC because such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties’ agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the content certificate of material furnished by Nexstar incorporation or bylaws of the Company or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officersSubsidiaries, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal)contract and/or any applicable law. The indemnification obligations under this Section shall survive any termination Surviving Corporation will maintain, for a period of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars six years from the Effective Time, the Company’s current directors’ and officers’ liability insurance and fiduciary liability insurance and indemnification policy ($1,000,000.00); or a policy providing substantially similar coverage, including a prepaid “tail” policy) (Bthe “D&O Insurance”) workerfor all persons who are directors and officers of the Company and its Subsidiaries covered by the Company’s compensation and/or disability insurance; D&O Insurance as of the Effective Time, provided that in no event shall the Surviving Corporation be required to pay annual premium for such coverage in excess of 300% of the last annual premium paid by the Company prior to the date hereof. The Surviving Corporation shall maintain in effect for a period of not less than six years from the Effective Time, in its certificate of incorporation and (C) libel/defamation/First Amendment liability insurancebylaws, with a deductible provisions substantially identical to Article VIII of no more than $100,000the certificate of incorporation of the Company and Article VII of the bylaws of the Company, respectively, as currently in effect. Each The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party will name the other party as an additional insured on these policiesand his or her heirs and representatives.

Indemnification; Insurance. Nexstar shall indemnify and hold Mission and its officers, directors, stockholders, agents, and employees harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the StationStations, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except expect as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s 's reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s 's liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s 's compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar a. To the fullest extent permitted by law, Licensee, recognizing it exercises its privileges under this Agreement at its own risk, shall indemnify release, and shall protect, defend, indemnify, and hold Mission harmless the City and its officers, directors, stockholders, agents, representatives, employees, and employees harmless officers from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability for libelwhere activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, slanderrecovered from or suffered by the City, illegal competition occasioned by, growing or trade practice, infringement arising out of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to in any way related to: (i) the advertising occupation or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because use of the content Licensed Property by Licensee; (ii) the negligent, reckless, or intentional misconduct of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and the Licensee, its officers, directorsemployees, membersor agents on or related to the Licensed Property; and (iii) any negligent, agentsreckless, and employees harmless from or intentional misconduct of any failure by Mission of the Licensee’s guests, invitees, contractors, or subcontractors on or related to broadcast advertising material furnished by Nexstar except the Licensed Property. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as permitted by Section 8 of to an indemnitee described in this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal)Section. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Licensee’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against the Licensee to assert its right to defense or indemnification under this Agreement or under the Licensee’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Licensee was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against the City, the City may elect to represent itself and incur all costs and expenses of suit. The obligations of this Section 5(a) shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar Members of the SAC shall be indemnified and enjoy expense advancement and insurance protection. PURE shall indemnify and hold Mission and its officers, directors, stockholders, agents, and employees harmless against any and all liability for libel, slander, illegal competition member of the SAC who was or trade practice, infringement of trademarks, trade namesis a party to, or program titlesis threatened to be made a party to, violation or who is called as a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of rights of privacyPURE, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because reason of the content fact that the member is or was a member of material furnished by Nexstar or any conduct of Nexstarthe SAC. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification This indemnification shall include all liability, costs, and expenses, including counsel fees (at trial attorneys' fees, judgment, fines and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party amounts paid in settlement, actually and reasonably incurred by the member in connection with some action, suit or proceeding unless the act or failure to indemnify is conditioned on the receipt of notice from the party making act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. PURE shall pay expenses incurred by a SAC member in time defending an action or proceeding referred to allow the defending party to timely defend against the claim and upon the reasonable cooperation herein in advance of the claiming party in defending against the claimfinal disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by PURE. The party responsible for indemnification and advancement of expenses provided by, or granted pursuant to, this agreement shall select counsel not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, contract or otherwise. The indemnification and control the defenseadvancement of expenses provided by, subject or granted pursuant to this agreement, shall unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a SAC member and shall inure to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent benefit of the indemnified partyheirs, executors and administrators of such person. PURE shall maintain or cause to be maintained Directors & Officers insurance from a highly-rated insurance company at limits that are deemed appropriate by the SAC and consistent with limits carried by comparable insurance companies. It is intended that the rights of indemnification and expense advancement provided further, to members of the SAC shall be as broad as allowed under applicable law and that if an indemnifying party and a claimant agree on a settlement and when the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will law permits indemnification and/or expense advancement; PURE shall be limited required to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation provide indemnification and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policiesexpense advancement.

Indemnification; Insurance. Nexstar (a) The indemnification -------------------------- provisions contained in the Bylaws and the Certificate of Incorporation of Purchaser shall indemnify and hold Mission and its officersnot be amended, repealed or otherwise modified for a period of six years after the Closing Date in any manner that would adversely affect the rights thereunder of any individuals who immediately prior to the Closing Date were directors, stockholdersofficers, agents, employees of the Company or otherwise entitled to indemnification under the Company's Bylaws or Certificate of Incorporation (an "Indemnified Party"). Purchaser shall, to the fullest extent permitted under ----------------- Delaware law, indemnify, defend and employees harmless hold harmless, and after the Effective Time, Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware law, indemnify, defend and hold harmless, each Indemnified Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and all liability for libelamounts paid in settlement in connection with any claim, slanderaction, illegal competition suit, proceeding or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating investigation with respect to the advertising or other material furnished by Nexstar for broadcast on the StationSurviving Representations (as hereinafter defined), along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officersincluding, directorswithout limitation, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 liabilities arising out of this Agreement, or otherwise with respect to any act or omission occurring prior to the Closing Date. Indemnification In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Purchaser or the Surviving Corporation shall include all liabilitypay the reasonable fees and expenses of counsel selected by the Indemnified Parties, costswhich counsel shall be reasonably satisfactory to Purchaser or the Surviving Corporation, promptly as statements therefor are received, and expenses, including counsel fees (at trial ii) Purchaser and on appeal). The indemnification obligations under this Section shall survive the Surviving Corporation will cooperate in the defense of any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, such matter; provided, however, -------- ------- that neither Purchaser nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and further, provided, that neither Purchaser nor the ------- -------- Surviving Corporation shall be obliged pursuant to this Section 3.10 to pay the ------------ fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For six years after the Effective Time, Purchaser shall be required to maintain officers' and directors' liability insurance covering the officers and directors of Purchaser who are currently covered by Purchaser's officers and directors liability insurance policy on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided that in no claim may event shall Purchaser be settled by an indemnifying party without the consent required to -------- expend annually more than 150% of the indemnified party, amount that Purchaser spent for officers' and provided further, that if an indemnifying party and a claimant agree on a settlement directors' liability insurance in the last fiscal year prior to the date hereof to maintain or procure insurance coverage pursuant hereto. Purchaser and the indemnified party rejects Surviving Corporation shall reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any person to enforce the settlement unreasonably, obligations of Purchaser and the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities Surviving Corporation under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000Section 3.10. Each Party will name the other party as an additional insured on these policies.------------

Indemnification; Insurance. Nexstar Licensees agree to indemnify Licensor and its affiliates (including Nicklaus) for and hold them harmless from and against any and all obligations, losses, costs, expenses, damages, liabilities or claims, including attorneys' fees, arising out of claims asserted by third parties which are related in any way to Licensees' business of operating the Golf Facilities, provided however, that the foregoing indemnification shall not apply to (i) any obligations or liabilities of Licensor or its affiliates, and any obligations of Old GBGC assumed by Licensor or chargeable to it under its Stock Purchase Agreement with Family Golf, or (ii) any liability incurred by a party seeking indemnification as a result of such party's own negligence or willful misconduct. In the event that an indemnified party is joined as a party defendant in any legal action instituted against a Licensee by a third party as a result of such Licensee's activities, Licensees shall undertake to defend and shall continue to defend against any such asserted liability and shall pay all reasonable costs of defense related thereto, including, but not limited to, the cost and expense of independent counsel, if any, retained by such indemnified party in the event of a conflict which prevents joint defense of the claim, and Licensees shall indemnify and hold Mission and its officers, directors, stockholders, agents, and employees the indemnified parties harmless in the event of a settlement or adverse judgment against any and all liability for libel, slander, illegal competition of them. Licensor agrees to notify Licensees promptly after receiving notice of any threat of proceedings that would require the Licensees to indemnify Licensor or trade practice, infringement of trademarks, trade namesany affiliated party hereunder, or program titlesof the commencement of any proceedings which would require such indemnification, violation but the failure to notify the Licensees promptly shall not relieve the Licensees of rights of privacy, and infringement of copyrights and proprietary rights resulting from any obligations to indemnify Licensor or relating its affiliates except to the advertising or other material furnished by Nexstar for broadcast on extent that the Station, along with any fine or forfeiture imposed by failure to give prompt notice has jeopardized the FCC because of Licensees' ability to defend the content of material furnished by Nexstar or any conduct of Nexstarpending claims. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 During the term of this Agreement. Indemnification , Licensees shall include maintain in force at all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive times general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars two million dollars ($1,000,000.00); (B2,000,000) worker’s compensation and/or disability insurance; per occurrence per Golf Facility, which insurance shall cover liabilities arising out of the business activities of Licensees at such Golf Facilities and (C) libel/defamation/First Amendment liability insurance, with shall insure Licensees' obligations to defend and indemnify Licensor and its affiliates as provided herein. Licensor shall have the right to receive a deductible copy of no more than $100,000. Each Party will name each policy of insurance issued hereunder and shall be listed as a party to receive notice from the other party as an additional insured on these policiesinsurer in the event of a cancellation or material change in any such policy.

Indemnification; Insurance. Nexstar Licensees agree to indemnify Licensor and its affiliates (including Nicklaus) for and hold them harmless from and against any and all obligations, losses, costs, expenses, damages, liabilities or claims, including attorneys' fees, arising out of claims asserted by third parties which are related in any way to Licensees' business of operating the Golf Facilities, provided however, that the foregoing indemnification shall not apply to (i) any obligations or liabilities of GB Golf or its affiliates, and any obligations of Old GBGC assumed by GB Golf or chargeable to it under its Stock Purchase Agreement with Family Golf, or (ii) any liability incurred by a party seeking indemnification as a result of such party's own negligence or willful misconduct. In the event that an indemnified party is joined as a party defendant in any legal action instituted against a Licensee by a third party as a result of such Licensee's activities, Licensees shall undertake to defend and shall continue to defend against any such asserted liability and shall pay all reasonable costs of defense related thereto, including, but not limited to, the cost and expense of independent counsel, if any, retained by such indemnified party in the event of a conflict which prevents joint defense of the claim, and Licensees shall indemnify and hold Mission and its officers, directors, stockholders, agents, and employees the indemnified parties harmless in the event of a settlement or adverse judgment against any and all liability for libel, slander, illegal competition of them. Licensor agrees to notify Licensees promptly after receiving notice of any threat of proceedings that would require the Licensees to indemnify Licensor or trade practice, infringement of trademarks, trade namesany affiliated party hereunder, or program titlesof the commencement of any proceedings which would require such indemnification, violation but the failure to notify the Licensees promptly shall not relieve the Licensees of rights of privacy, and infringement of copyrights and proprietary rights resulting from any obligations to indemnify Licensor or relating its affiliates except to the advertising or other material furnished by Nexstar for broadcast on extent that the Station, along with any fine or forfeiture imposed by failure to give prompt notice has jeopardized the FCC because of Licensees' ability to defend the content of material furnished by Nexstar or any conduct of Nexstarpending claims. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 During the term of this Agreement. Indemnification , Licensees shall include maintain in force at all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive times general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars two million dollars ($1,000,000.00); (B2,000,000) worker’s compensation and/or disability insurance; per occurrence per Golf Facility, which insurance shall cover liabilities arising out of the business activities of Licensees at such Golf Facilities and (C) libel/defamation/First Amendment liability insurance, with shall insure Licensees' obligations to defend and indemnify Licensor and its affiliates as provided herein. Licensor shall have the right to receive a deductible copy of no more than $100,000. Each Party will name each policy of insurance issued hereunder and shall be listed as a party to receive notice from the other party as an additional insured on these policiesinsurer in the event of a cancellation or material change in any such policy.

Indemnification; Insurance. Nexstar shall indemnify and hold Mission and its 4.1 INDEMNIFICATION & LIABILITY The officers, directorsemployees or volunteers of the aiding party shall be and remain officers, stockholders, agentsemployees or volunteers of the aiding party, and employees harmless against no officer, employee or volunteer shall have any pension, compensation, civil service status or other right with respect to the requesting party under any circumstances. Further, the requesting party shall not be called upon to assume any liability for the direct payment of any salary, wage or compensation to any officers, employees, or volunteers of the aiding party. Further, the requesting party shall not be liable for compensation or indemnity to any officer, employee, or volunteer of the aiding party for any injury or illness arising out of services provided under this Agreement. Nothing in this Agreement shall be construed as a waiver by any party of the protections provided by the Colorado Governmental Immunity Act, Section 00-00-000, et seq., X.XX. Any liability to persons who are not parties to this Agreement arising because of the negligence or tortuous act of any party or its employees, volunteers, or agents from the time they respond to an incident subject to this Agreement until they return to their home jurisdiction shall be imposed upon such party. As between the parties, liability arising from the negligence or tortuous actions of each party of its employees, volunteers, or agents and resulting in damages to another party is waived by the damaged party and the parties shall hold each other harmless; except that in the case of damages resulting from willful or wanton actions or intentional torts, in which case the party whose acts, or whose employee's acts were willful or wanton or constitute intentional torts shall be liable for the same. Notwithstanding the other provisions of this Section, a party requesting assistance shall be responsible for any and all liability for libeldamages to or consumption of an assisting party's equipment, slanderthat would be unavoidable through the execution of reasonable care, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on time the Station, along with any fine or forfeiture imposed by assisting party arrives at an incident location until the FCC because of assisting party is released. For the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 purposes of this Agreement. Indemnification Section, the term "equipment" shall include all liabilityequipment, coststools, and expensessupplies, including counsel fees (at trial and on appeal)personal protective equipment which are not a fixture of the apparatus or vehicle. The indemnification obligations under this Section shall survive any termination It is the intent of this Agreement. The obligation of each party provision to indemnify is conditioned on the receipt of notice contractually reallocate liability for damages from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defensethat provided by Section 29-5-108, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be settled by an indemnifying party without the consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.C.R.S.

Indemnification; Insurance. Nexstar (i) For a period of six years from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold Mission and its officers, directors, stockholders, agents, and employees harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade namesto the fullest extent permitted under applicable law each person who is now, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating has been at any time prior to the advertising date hereof, an officer or other material furnished by Nexstar director of the Company for broadcast on any subsidiary thereof) (individually, an "Indemnified Party" and collectively, the Station"Indemnified Parties") against all losses, along claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any fine claim, action, suit, proceeding or forfeiture imposed by the FCC because investigation (and shall pay reasonable expenses for legal fees in advance of the content final disposition of material furnished any such action or proceeding to each Indemnified Party to he fullest extent permitted under applicable law upon receipt from an Indemnified Party of any undertaking contemplated by Nexstar applicable law, including, without limitation, an undertaking to reimburse Parent or the Surviving Corporation for such expenses paid in advance in the event that it is ultimately determined that such Indemnified Party is not entitled to the payment of such expenses for any conduct reason) arising out of Nexstaror pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such prior to the Effective Time, whether commenced asserted or claimed before the Effective Time and including, without limitation, liabilities arising under the Securities Act, the Exchange Act and state corporation laws; provided that the Surviving Corporation shall pay for only one law firm (in addition to local counsel) for all Indemnified Parties, unless the sue xx one law firm for all Indemnified Parties would present such law firm with a conflict of interest. Mission shall indemnify For a period of six years from and hold Nexstar after the Effective Time and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted may be required by Section 8 applicable law, Parent shall cause the Surviving Corporation to keep in effect the Company's current provisions in its Certificate of this Agreement. Indemnification shall include all liability, costs, Incorporation and expenses, including counsel fees (at trial Bylaws providing for exculpation of director and on appeal). The officer liability and indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject Indemnified Parties to the indemnified party’s reasonable approvalfullest extent permitted under the DGCL. In the event of any actual or threatened claim, providedaction, suit, proceeding or investigation in respect of such acts or omissions, Parent shall cause the Surviving Corporation to cooperate in the defense of any such matter; provide, however, that no claim may neither Parent nor the Surviving Corporation shall be settled by an indemnifying party liable for any settlement effected without the its written consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will (which consent shall not be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00unreasonably withheld); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Party will name the other party as an additional insured on these policies.

Indemnification; Insurance. Nexstar shall indemnify (a) It is understood and hold Mission and its officers, directors, stockholders, agents, and employees harmless against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the advertising or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defenseagreed that, subject to the indemnified party’s limitations on indemnification contained in the Delaware Act, the Company Certificate and other applicable law, the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and after the Effective Time, the Surviving Corporation shall for a period of six years following the Effective Time, to the fullest extent permitted under applicable law, indemnify and hold harmless, each director and officer of the Company or any Subsidiary (and, without limiting the generality of the foregoing, as members of any committee of the Board of Directors) on the date hereof or at the Effective Time (collectively, the “Indemnified Parties”) from and against any costs or expenses (including reasonable approvalattorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising under the Securities Act or the Exchange Act in connection with the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of not more than one (1) counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that no claim may neither the Company nor the Surviving Corporation shall be settled by an indemnifying party liable for any settlement effected without the its prior written consent of the indemnified party, and provided further, that if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the indemnifying party’s liability will (which consent shall not be limited unreasonably withheld or delayed). Notwithstanding anything to the amounts contrary contained herein, Parent shall be entitled to assume the claimant agreed defense of any such matter and upon such assumption Parent shall not be liable to accept any Indemnified Party in settlementconnection with the defense thereof. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities Any Indemnified Party wishing to claim indemnification under this AgreementSection 6.5 shall promptly notify Parent upon learning of any claim, in action, suit, proceeding or investigation, provided that the failure to so notify shall not affect the obligations of Parent under this Section 6.5 except to the extent that Parent is prejudiced by any failure of an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of no more than $100,000. Each Indemnified Party will name the other party as an additional insured on these policiesto so notify Parent.