From and after Closing, Emmis shall defend, indemnify and hold harmless Sinclair, its Affiliates, and their respective stockholders, directors, officers and employees (collectively the “Sinclair Indemnified Parties”), from and against any and all claims, judgments, losses, costs, damages, liabilities and expenses, including reasonable attorneys’ fees and expenses (collectively, “Damages”), arising from: # any breach or inaccuracy of representations and warranties contained in Article 2; or # any default or failure to perform by Emmis of any covenant, obligation or agreement made under this Agreement.

From and after Closing, Sinclair shall defend, indemnify and hold harmless Emmis, its Affiliates and their respective stockholders, directors, officers and employees, from and against any and all Damages arising from: # any breach or inaccuracy of the representations and warranties contained in Article 3; or # any default or failure to perform by Sinclair of any covenant, obligation or agreement made under this Agreement.