REMAIN STRICTLY CONFIDENTIAL. UNDER NO
CIRCUMSTANCES, OTHER THAT THE LIMITED CIRCUMSTANCE SET FORTH IN CLAUSE
(II) ABOVE, SHALL ANY INFORMATION ACQUIRED DURING THE COURSE OF THE AUDIT BE
DISCLOSED TO AFFILIATE BY THE AUDITOR. IN THE EVENT THAT EITHER (X) NETWORK
AGREES PURSUANT TO CLAUSE (I) ABOVE TO GRANT TO AFFILIATE THE PROVISION, OR
(Y) IT IS DETERMINED BY A COURT OF LAW THAT NETWORK VIOLATED SECTION 11(A),
NETWORK AGREES TO (A) [***]. WITHIN [***] OF THE END OF EACH [***] OF THE TERM,
NETWORK SHALL CERTIFY, IN A WRITING SIGNED BY [***] EXECUTIVE OFFICERS OF
NETWORK, THAT NETWORK IS COMPLIANT WITH SECTION 11(A).
(C)
NO CONFLICTING PROVISION. DURING THE TERM
AND FOR [***] THEREAFTER, NETWORK SHALL NOT ENTER INTO ANY AGREEMENT OR CONTRACT
(WHETHER ORAL OR WRITTEN) WHICH LIMITS OR RESTRICTS, OR HAS THE EFFECT OF
LIMITING OR RESTRICTING, AFFILIATE'S RIGHTS UNDER SECTION 11(B) BY REASON OF
PROVISIONS REGARDING CONFIDENTIALITY OR NON-DISCLOSURE OR OTHERWISE.
12.
INDEMNIFICATION AND OTHER REMEDIES
(A)
INDEMNIFICATION BY NETWORK. NETWORK SHALL
INDEMNIFY AFFILIATE AND EACH OTHER TIME WARNER COMPANY, EACH SYSTEM, THE PERSONS
WHICH DIRECTLY OWN THE SYSTEMS AND THEIR RESPECTIVE AFFILIATES (INCLUDING
CONTROLLING PERSONS AND RELATED COMPANIES), OFFICERS,
13
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (EACH, AN "INDEMNITEE") FOR, AND
SHALL HOLD THEM HARMLESS FROM AND AGAINST, ANY AND ALL LOSSES, SETTLEMENTS,
CLAIMS, ACTIONS, SUITS, PROCEEDINGS, INVESTIGATIONS, JUDGMENTS, AWARDS, DAMAGES
AND LIABILITIES (COLLECTIVELY, "LOSSES" AND, INDIVIDUALLY, A "LOSS") WHICH ARE
SUSTAINED OR INCURRED BY OR ASSERTED AGAINST ANY OF THEM AND WHICH ARISE OUT OF
OR RELATE TO (I) ANY BREACH OF THIS AGREEMENT BY NETWORK OR (II) THE SERVICE,
THE CONTENT THEREOF OR PROGRAMMING CONTAINED THEREIN OR THE DELIVERY OR
DISTRIBUTION THEREOF (INCLUDING, WITHOUT LIMITATION, ANY LOSS ARISING OUT OF
LIBEL, SLANDER, DEFAMATION, INDECENCY, OBSCENITY, INVASION OF RIGHT OF PRIVACY
OR INFRINGEMENT OR VIOLATION OF COPYRIGHTS, MUSIC SYNCHRONIZATION OR PERFORMANCE
RIGHTS, DRAMATIC OR NON-DRAMATIC MUSIC RIGHTS, TRADEMARK RIGHTS, PATENT RIGHTS
OR OTHER CONTRACTUAL OR PROPRIETARY RIGHTS) TO THE EXTENT THAT SUCH LOSSES DO
NOT ARISE DIRECTLY FROM AFFILIATE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND
SHALL REIMBURSE THEM FOR ANY AND ALL LEGAL, ACCOUNTING AND OTHER FEES, COSTS AND
EXPENSES (COLLECTIVELY, "EXPENSES") REASONABLY INCURRED BY ANY OF THEM IN
CONNECTION WITH INVESTIGATING, MITIGATING OR DEFENDING ANY SUCH LOSS; PROVIDED,
HOWEVER, THAT NETWORK WILL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER THIS
SECTION 12(A) TO THE EXTENT THAT AFFILIATE HAS AN OBLIGATION OR LIABILITY WITH
RESPECT TO THE SAME LOSS UNDER SECTION 12(B).
(B)
INDEMNIFICATION BY AFFILIATE. AFFILIATE
SHALL INDEMNIFY NETWORK AND ITS AFFILIATES (INCLUDING CONTROLLING PERSONS AND
RELATED COMPANIES), OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS FOR,
AND SHALL HOLD THEM HARMLESS FROM AND AGAINST, ANY AND ALL LOSSES WHICH ARE
SUSTAINED OR INCURRED