Common use of Representations and Indemnification Clause in Contracts

Representations and Indemnification. (a) G*A*C represents and warrants to Affiliate that (i) it is a corporation duly organized and validly existing under the laws of the State of Colorado; (ii) G*A*C has the corporate power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) G*A*C is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder; and (iv) nothing contained in the Service shall violate the civil or property rights, copyrights, trademark rights or right of privacy of any person, firm or corporation except that no representation and warranty is given with respect to music performance rights. (b) Affiliate represents and warrants to G*A*C that (i) Affiliate is a corporation duly organized and validly existing under the laws of the State of Colorado; (ii) Affiliate has the requisite power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) Affiliate's Systems are operating, with respect to any cable television system, pursuant to valid franchise agreements, or licenses or other permits duly authorized by proper local authorities, or with respect to any satellite master antenna television systems, pursuant to valid agreements with third parties granting affiliate all necessary rights; and (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder. (c) Affiliate and G*A*C shall each indemnify and forever hold harmless the other, the other's affiliate companies and their respective officers, directors, employees and agents from all liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees) arising out of any breach or claimed. breach by it of any representation or any of its obligations pursuant to this Agreement. G*A*C will credit Affiliate for any continuous interruption of Service caused by G*A*C of twenty-four (24) hours or longer, such interruption measured from the time Affiliate notifies G*A*C of the interruption or from the time a major outage is known to G*A*C. The amount so credited shall be an amount equal to that portion of the monthly license fees applicable to the period during which the Service was interrupted. G*A*C's liability for damages arising out of its inability or failure to deliver the Service shall be limited to the license fee credits set forth in the preceding sentence. (d) The party entitled to indemnification hereunder (the "Indemnified Party") shall notify the other party hereto (the "Indemnifying Party") in writing of the claim or action for which such indemnity allegedly applies. The Indemnifying Party shall undertake the defense of any such claim or action and permit the Indemnified Party to participate therein at the Indemnified Party's own expense. The settlement of any such claim or action by an Indemnified Party without the Indemnifying Party's prior written consent shall release the Indemnifying Party from its obligations hereunder with respect to such claim or action so settled. (e) Neither party hereto shall be liable to the other for the failure to fulfill its obligations hereunder (other than the obligation to make all payments when due hereunder) to the extent such failure is caused by or arises out of an act of God, war, strike, riot, labor dispute, national disaster, technical failure (including the failure of all or part of any domestic communications satellite on which the Service is delivered), or any other reason beyond the control of the party whose obligation is prevented during the period of such occurrence.

Representations and Indemnification. (a) G*A*C JIN represents and warrants to Affiliate that (i) it is a corporation duly organized and validly existing under the laws of the State of Colorado; (ii) G*A*C JIN has the corporate power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) G*A*C JIN is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder; and (iv) nothing contained in the Service shall violate the civil or property rights, copyrights, trademark rights or right of privacy of any person, firm or corporation except that no representation and warranty is given with respect to music performance rights. (b) Affiliate represents and warrants to G*A*C JIN that (i) Affiliate is a corporation duly organized and validly existing under the laws of the State of Colorado; (ii) Affiliate has the requisite power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) Affiliate's Systems are operating, with respect to any cable television system, pursuant to valid franchise agreements, or licenses or other permits duly authorized by proper local authorities, or with respect to any satellite master antenna television systems, pursuant to valid agreements with third parties granting affiliate all necessary rights; and (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder. (c) Affiliate and G*A*C JIN shall each indemnify and forever hold harmless the other, the other's affiliate companies and their respective officers, directors, employees and agents from all liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees) arising out of any breach or claimed. claimed breach by it of any representation or any of its obligations pursuant to this Agreement. G*A*C will credit Affiliate for any continuous interruption of Service caused by G*A*C of twenty-four (24) hours or longer, such interruption measured from the time Affiliate notifies G*A*C of the interruption or from the time a major outage is known to G*A*C. The amount so credited shall be an amount equal to that portion of the monthly license fees applicable to the period during which the Service was interrupted. G*A*C's liability for damages arising out of its inability or failure to deliver the Service shall be limited to the license fee credits set forth in the preceding sentence. (d) The party entitled to indemnification hereunder (the "Indemnified Party") shall notify the other party hereto (the "Indemnifying Party") in writing of the claim or action for which such indemnity allegedly applies. The Indemnifying Party shall undertake the defense of any such claim or action and permit the Indemnified Party to participate therein at the Indemnified Party's own expense. The settlement of any such claim or action by an Indemnified indemnified Party without the Indemnifying Party's prior written consent shall release the Indemnifying Party from its obligations hereunder with respect to such claim or action so settled. (e) Neither party hereto shall be liable to the other for the failure to fulfill its obligations hereunder (other than the obligation to make all payments when due hereunder) to the extent such failure is caused by or arises out of an act of God, war, strike, riot, labor dispute, national disaster, technical failure (including the failure of all or part of any domestic communications satellite on which the Service is delivered), or any other reason beyond the control of the party whose obligation is prevented during the period of such occurrence.

Representations and Indemnification. (a) G*A*C PIN represents and warrants to Affiliate that (i) it is a corporation general partnership duly organized and validly existing under the laws of the State of Colorado; (ii) G*A*C PIN has the corporate partnership power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) G*A*C PIN is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder; and (iv) nothing contained in the Service shall violate the civil or property rights, copyrights, trademark rights or right of privacy or publicity of any person, firm or corporation corporation, or libel or slander any person, firm or corporation, except that no representation and warranty is given with respect to music performance rights. (b) Affiliate represents and warrants to G*A*C PIN that (i) Affiliate is a corporation duly organized and validly existing under the laws of the State of ColoradoDelaware; (ii) Affiliate has the requisite corporate power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) Affiliate's Systems are operating, with respect to any cable television system, pursuant to valid franchise agreements, or licenses or other permits duly authorized by proper local authorities, or with respect to any satellite master antenna television systems, pursuant to valid agreements with third parties granting affiliate all necessary rights; and (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder. (c) Affiliate and G*A*C PIN shall each indemnify and forever hold harmless the other, the other's affiliate companies and their respective officers, directors, employees and agents from all liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees) arising out of any breach or claimed. claimed breach by it of any representation or any of its obligations pursuant to this Agreement. G*A*C will credit Affiliate for any continuous interruption of Service caused by G*A*C of twenty-four (24) hours or longer, such interruption measured from the time Affiliate notifies G*A*C of the interruption or from the time a major outage is known to G*A*C. The amount so credited shall be an amount equal to that portion of the monthly license fees applicable to the period during which the Service was interrupted. G*A*C's liability for damages arising out of its inability or failure to deliver the Service shall be limited to the license fee credits set forth in the preceding sentence. (d) The party entitled to indemnification hereunder (the "Indemnified Party") shall notify the other party hereto (the "Indemnifying Party") in writing of the claim or action for which such indemnity allegedly applies. The Indemnifying Party shall undertake the defense of any such claim or action and permit the Indemnified Party to participate therein at the Indemnified Party's own expense. The settlement of any such claim or action by an Indemnified Party without the Indemnifying Party's prior written consent shall release the Indemnifying Party from its obligations hereunder with respect to such claim or action so settled. (e) Neither party hereto shall be liable to the other for the failure to fulfill its obligations hereunder (other than the obligation to make all payments when due hereunder) to the extent such failure is caused by or arises out of an act of God, war, strike, riot, labor dispute, national disaster, technical failure (including the failure of all or part of any domestic communications satellite on which the Service is delivered), or any other reason beyond the control of the party whose obligation is prevented during the period of such occurrence.

Representations and Indemnification. (a) G*A*C PIN represents and warrants to Affiliate that (i) it is a corporation general partnership duly organized and validly existing under the laws of the State of Colorado; (ii) G*A*C PIN has the corporate partnership power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) G*A*C PIN is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder; and (iv) nothing contained in the Service shall violate the civil or property rights, copyrights, trademark rights or right of privacy of any person, firm or corporation corporation, or libel or slander any person, firm or corporation, except that no representation and warranty is given with respect to music performance rights. (b) Affiliate represents and warrants to G*A*C PIN that (i) Affiliate is a corporation duly organized and validly existing under the laws of the State of ColoradoDelaware; (ii) Affiliate has the requisite corporate power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) Affiliate's Systems are operating, with respect to any cable television system, pursuant to valid franchise agreements, or an expired franchise agreement if authorized by proper local authorities to continue to provide cable television services, or licenses or other permits duly authorized by proper local authorities, if required, or with respect to any satellite master antenna television systems, pursuant to valid agreements with third parties granting affiliate all necessary rights; and (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder. (c) Affiliate and G*A*C PIN shall each indemnify and forever hold harmless the other, the other's affiliate companies and their respective officers, directors, employees and agents from all liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees) arising out of any breach or claimed. claimed breach by it of any representation or any of its obligations pursuant to this Agreement. G*A*C will credit Affiliate for any continuous interruption of Service caused by G*A*C of twenty-four (24) hours or longer, such interruption measured from the time Affiliate notifies G*A*C of the interruption or from the time a major outage is known to G*A*C. The amount so credited shall be an amount equal to that portion of the monthly license fees applicable to the period during which the Service was interrupted. G*A*C's liability for damages arising out of its inability or failure to deliver the Service shall be limited to the license fee credits set forth in the preceding sentence. (d) The party entitled to indemnification hereunder (the "Indemnified Party") shall notify the other party hereto (the "Indemnifying Party") in writing of the claim or action for which such indemnity allegedly applies. The Indemnifying Party shall undertake the defense of any such claim or action and permit the Indemnified Party to participate therein at the Indemnified Party's own expense. The settlement of any such claim or action by an Indemnified Party without the Indemnifying Party's prior written consent shall release the Indemnifying Party from its obligations hereunder with respect to such claim or action so settled. (e) Neither party hereto shall be liable to the other for the failure to fulfill its obligations hereunder (other than the obligation to make all payments when due hereunder) to the extent such failure is caused by or arises out of an act of God, war, strike, riot, labor dispute, national disaster, technical failure (including the failure of all or part of any domestic communications satellite on which the Service is delivered), or any other reason beyond the control of the party whose obligation is prevented during the period of such occurrence.

Representations and Indemnification. (a) G*A*C KTV represents and warrants to Affiliate that (i) it is a corporation duly organized and validly existing and in good standing under the laws of the State of Colorado; (ii) G*A*C KTV has the corporate power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) G*A*C KTV is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder; and (iv) the individual executing this Agreement on behalf of KTV has the authority to do so; (v) KTV is operating in substantial compliance with all applicable laws, rules and regulations; (vi) nothing contained in the Service shall violate the civil or property rights, copyrights, trademark rights or rights, right of privacy or any other right of any person, firm or corporation except that no representation and warranty is given with respect to music performance rights, subject to the indemnification obligation of KTV pursuant to Section 9(d) hereof; and (vii) the license fee rates set forth on Exhibit B attached hereto for the years 2002, 2003 and 2004 are the standard license fee rates for KTV, and have been agreed to in at least one written affiliate agreement with a cable television operator in the United States with an equivalent or greater number of basic cable television subscribers as Affiliate. (b) Affiliate represents and warrants to G*A*C KTV that (i) Affiliate is a corporation duly organized and validly existing and in good standing under the laws of the State Commonwealth of ColoradoPennsylvania; (ii) Affiliate has the requisite corporate power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) Affiliate's Systems are operating, with respect the individual executing this Agreement on behalf of Affiliate has the authority to any cable television system, pursuant to valid franchise agreements, or licenses or other permits duly authorized by proper local authorities, or with respect to any satellite master antenna television systems, pursuant to valid agreements with third parties granting affiliate all necessary rightsdo so; and (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder. (c) Affiliate and G*A*C KTV shall each indemnify indemnify, defend and forever hold harmless the other, the other's affiliate affiliated companies and their respective officers, directors, employees employees, partners and agents from all liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees) arising out of any breach or claimed. claimed breach by it of any representation or warranty or any of its obligations pursuant to this Agreement. G*A*C KTV will credit Affiliate for any continuous interruption of Service caused by G*A*C KTV of twenty-four (24) hours or longer, such interruption measured from the time Affiliate notifies G*A*C of the interruption or from the time a major outage is known to G*A*C. . The amount so credited shall be an amount equal to that portion of the monthly license fees applicable to the period during which the Service was interrupted. G*A*CKTV's liability for damages arising out of its inability or failure to deliver the Service shall be limited to the license fee credits set forth in the preceding sentence. (d) The With respect to music performance rights, KTV agrees that it will use its commercially reasonable efforts, at its expense, to secure additional appropriate licenses, authorities or other grants of right regarding music performance rights related to the exhibition and distribution of the Service by KTV, Affiliate and/or the Systems distributing the Service which KTV does not currently possess, and will indemnify and hold harmless Affiliate from and against any claims, damages, liabilities, costs and expenses arising from music performance rights related to the exhibition and distribution of the Service by KTV, Affiliate and/or the Systems distributing the Service. (e) In connection with any indemnification provided for in this Section 9, each party entitled to indemnification hereunder (the "Indemnified Party") shall notify so indemnify the other only if such other party hereto claiming indemnification shall give the indemnifying party prompt notice of any claim or litigation to which its indemnification applies; it being agreed that the indemnifying party shall have the right to assume the full defense of any or all claims or litigation to which its indemnity applies and that the indemnified party will cooperate fully (at the "Indemnifying Party") in writing cost of the claim indemnifying party) with the indemnifying party in such defense and in the settlement of such claims or action for which such indemnity allegedly applies. The Indemnifying Party litigation, and the indemnified party shall undertake the defense make no compromise or settlement of any such claim or action and permit without the Indemnified Party to participate therein at prior written consent of the Indemnified Party's own expenseindemnifying party. The settlement of any such claim or action by an Indemnified Party without the Indemnifying Party's prior written consent of the indemnifying party shall release the Indemnifying Party indemnifying party from its obligations hereunder with respect to such claim or action so settled. (ef) Neither Except as herein provided, neither Affiliate nor KTV shall have any rights against the other party hereto shall be liable to the other for the failure non-operation of facilities or the non-furnishing of the Service if such non-operation or non-furnishing is due to fulfill its obligations hereunder (other than the obligation to make all payments when due hereunder) to the extent such failure is caused by or arises out of an act of God, war, ; inevitable accident; fire; lockout; flood; tornado; hurricane; strike, riot, ; or other labor dispute; riot or civil commotion; earthquake; war; act of government or governmental instrumentality (whether federal, national disaster, technical failure (including the state or local); failure of all performance by a common carrier; failure in whole or in part of any domestic communications satellite technical facilities; or other cause (financial inability excepted) beyond such party's reasonable control. In the event of non-operation or non-furnishing of the Service for a period of ten (10) consecutive days, Affiliate shall have the right to insert programming of its choice on which the channel otherwise identified with the Service until such time as the Service is deliveredfully operational again. Credit will be given to Affiliate, however, on the portion of the Service which is affected by an interruption during any month equal to the product of (i) the license fees which would be due for such month, calculated in accordance with Section 4 hereof, assuming no interruption of Service during such month, multiplied by (ii) a fraction, the numerator of which is the total number of hours of interruption of the Service during such month and the denominator of which is the total number of hours of the Service which would have been provided during such month absent such interruption(s). In the event of non-operation or non-furnishing of the Service for a period of fifteen (15) or more consecutive days, or thirty (30) days out of any other reason beyond ninety (90) day period, Affiliate may terminate this Agreement by delivery of written notice thereof to KTV without any further obligation or liability on the control part of KTV or Affiliate. (g) The representations, warranties and indemnities contained in this Section 9 shall continue throughout the party whose obligation is prevented during term of this Agreement and the period indemnities shall survive the expiration or termination of such occurrencethis Agreement.