From and after Closing. Buyer agrees that it shall (i) cause the Companies to complete the institutional network projects described in Schedule 6.4(g) hereto (the "Institutional Network Projects") and (ii) to the extent that Seller or any Affiliate of Seller provides a guarantee or other surety for the obligations or liabilities of the Companies arising under the Institutional Network Projects, Buyer shall provide a guarantee or other surety to substantially the same extent that Seller or any of its Affiliates is required to provide any such guarantee or surety for any of the Companies in connection with such Institutional Network Projects as of the date hereof. To the extent that any guarantee or surety by Seller or any of its Affiliates under any Contract or Franchise related to the Institutional Network Projects is not released unconditionally at Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all claims, losses, liabilities, damages, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of any such guarantee or surety; provided, however, that Buyer's indemnification and hold harmless obligation under this Section 6.4(g) shall only relate to guarantees and sureties disclosed on Schedule 6.4(e).
Appears in 2 contracts
Sources: Purchase Agreement (Media General Inc), Purchase Agreement (Cox Communications Inc /De/)