Indemnification by Tribune Sample Clauses

Indemnification by Tribune. Tribune agrees to indemnify and hold harmless the ▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sub from and against any and all Loss and Expense incurred by ▇▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇▇ Sub in connection with or arising from: (i) any breach by Tribune or the Tribune Sub of, or any other failure of Tribune or the Tribune Sub to perform, any of their respective covenants, agreements or obligations in this Agreement or in any Tribune Ancillary Agreement; (ii) any breach of any warranty or the inaccuracy of any representation of Tribune or the Tribune Sub contained or referred to in this Agreement or any certificate delivered by or on behalf of Tribune or Tribune Sub pursuant hereto; (iii) the failure of Tribune and the Tribune Sub to perform any Excluded Tribune Station Liabilities; (A) the occupancy, operation, use or control of any of the real property listed on Schedule 2.10 or Schedule 2.11 prior to the Closing Date or (B) the operation of the Tribune Station Business prior to the Closing Date, in each case incurred or imposed as a requirement of or in connection with the compliance with any environmental, health or safety Requirements of Law, including, without limitation, any Release or storage of any Contaminant on, at or from (1) any such real property (including, without limitation, all facilities, improvements, structures, and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Contaminants generated by the Tribune Station Business were sent prior to the Closing Date; and (v) the failure of Tribune and the Tribune Subs to perform any of the Assumed ▇▇▇▇▇ Station Liabilities; provided, however, that, except as set forth below, Tribune shall not be required to indemnify and hold harmless pursuant to clause (ii) with respect to Loss and Expense incurred by ▇▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇▇ Sub until, and then only to the extent that, the aggregate amount of such Loss and Expense exceeds $1,000,000 and, provided, further, that the aggregate amount that Tribune shall be required to indemnify and hold harmless pursuant to clause (ii) with respect to Loss and Expense incurred by the ▇▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇▇ Sub shall not exceed $25,000,000. Notwithstanding the foregoing, the limitation contained in the first proviso above shall not apply to any Loss or Expense resulting from the failure of any representation and ...
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Indemnification by Tribune. Except for matters indemnified by AdStar under Section 12.2, Tribune agrees to indemnify, defend, and hold AdStar and its directors, officers, employees, representatives and agents harmless from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including reasonable out-of-pocket attorneys' and other professional fees and other costs of litigation) (collectively, "Liabilities") arising out of or attributable to: (a) the gross negligence or willful misconduct of Tribune in connection with this Agreement; (b) any material breach of any warranty or the inaccuracy of any representation of Tribune contained or referred to in this Agreement; or (c) any material breach of any covenant or obligation of Tribune under this Agreement.
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Indemnification by Tribune 
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Related to Indemnification by Tribune

  • Indemnification by Trust The Trust shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Trust, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by ▇▇▇▇▇ to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇▇ Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.