FCC help for Dolan Unlikely

**ksload** · 04-04-2005 03:58 PM

This would seem to allow Cablevision to sell the bird to Dolan along with the other Voom assets.

Do we have any attorneys here that can clarify?

Originally Posted by riffjim4069

Call me stupid, but don't these indemnification clauses, contained in 6.3 and 6.4, "hold harmless" both Rainbow DBS and EchoStar should either party breach the contract? 6.5 is titled "Indemnification Procedure" which I don't have time to read at present. Any contract lawyers out there?

6.4 Indemnification Provisions for Benefit of Rainbow DBS. Buyer shall indemnify, defend and hold Rainbow DBS and its Affiliates, and its and their respective officers, directors, employees, agents and shareholders, and its and their respective assigns, heirs, successors and legal representatives (collectively the “Rainbow DBS Group”) harmless from and against, any and all Claims incurred by any member of the Rainbow DBS Group that arise out of, or are incurred in connection with, the breach or default of any representation, warranty, covenant or obligation of Buyer hereunder.

**ssmaniac** · 04-04-2005 05:14 PM

Originally Posted by ksload

This would seem to allow Cablevision to sell the bird to Dolan along with the other Voom assets.

Do we have any attorneys here that can clarify?

I'm an attorney in Ohio...The quoted provision (section 6.4) generally means that if "Buyer" (Echostar) breaches the contract, Echostar agrees to "hold harmless", defend and indemnify Rainbow DBS as to any claims made against Rainbow DBS that result from the breach.

In other words, if Echostar breaches the contract, Rainbow would have remedies against Echostar. The converse is covered by section 6.3: if Rainbow breaches, Echostar has a remedy against Rainbow, including requiring Rainbow to pay for certain expenses that result from Rainbow's breach.

This does NOT mean that Echostar "holds [Rainbow] harmless" for any breach by Rainbow...