Indemnification by AT&T. From and after the Closing, AT&T will indemnify and hold harmless the Company and its Affiliates, and its and their respective shareholders, officers, directors, partners, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against any and all Losses incurred by such indemnified parties and arising out of, relating to or resulting from (a) any breach of any representation or warranty made by any of the AT&T Parties or, following consummation of the AT&T-Comcast Merger, the Comcast Parties in this Agreement or in any certificate delivered pursuant hereto, except pursuant to Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.8, 4.1, 4.2, 4.3, 4.4 or 4.5 and disregarding, for purposes of calculating Losses, all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect or any similar standard other than those contained in Section 3.7; (b) any breach of any covenant, agreement or obligation of any of the AT&T Parties or, following consummation of the AT&T-Comcast Merger, the Comcast Parties contained in this Agreement; (c) without duplication of any indemnification claims or rights arising out of clause (a) above, any claims or rights with respect to employees, employment or any employee benefit plan or arrangement, in each case arising out of, relating to or resulting from any occurrence, practice, condition, action or inaction on or prior to the Closing involving the Company, any entity that is or was, on or prior to the Closing, a member of the Company's ERISA Group, or the predecessors of any of them, including, without limitation Losses incurred by reason of the Company having been, at any time on or prior to the Closing, a member of an ERISA Group (collectively, "EMPLOYEE CLAIMS"); PROVIDED, HOWEVER, that Employee Claims shall not include any claims or rights (i) solely in connection with employment or termination thereof of any individual hired upon or following Closing by AOLTW or any of its Subsidiaries or Affiliates or (ii) arising on or after Closing with respect to service on or after the Closing under any benefit plans maintained or sponsored by such entities; or (d) any failure of a Permitted AT&T Transferee to comply with its obligations under any Transaction Agreement or any Applicable Agreements (assuming, for purposes of this indemnity, that each Permitted AT&T Transferee assumed all obligations of the transferor hereunder and thereunder).
Indemnification by AT&T. Except as provided in Section 5.04, following the Distribution Date, AT&T shall indemnify, defend and hold harmless AT&T Broadband, each member of the AT&T Broadband Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “AT&T Broadband Indemnitees”), from and against any and all Liabilities (or in the case of subsection (d), 50% of any and all Liabilities) of the AT&T Broadband Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
Indemnification by AT&T. AT&T shall indemnify, defend and hold harmless NCR, each member of the NCR Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "NCR Indemnitees"), from and against any and all Liabilities of the NCR Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), in each case whether arising before, on or after the NCR Distribution Date:
Indemnification by AT&T. Except for any infringement, [**************] and other claims covered by the UPI indemnity in paragraph 7.2.2, AT&T will indemnify and hold UPI harmless from any claims, losses, harm, costs, liabilities, damages and expenses (including but not limited to attorneys' fees) arising out of third party claims against UPI based on AT&T's (a) representation of the UPI Software or Application Server Software in a manner inconsistent with UPI's published UPI Software or Application Server Software descriptions and warranties, or (b) use or distribution of the UPI Software or Application Server Software in violation or contravention of the express terms of this Agreement. AT&T will have sole control of the defense of any such claim and any related settlement negotiations. In addition, UPI will notify AT&T promptly in writing of any such claim, give AT&T authority to proceed as contemplated herein and, at AT&T's sole cost and expense, give AT&T such assistance in the defense and settlement of such claim as AT&T may reasonably request.
Indemnification by AT&T. In connection with any Piggyback Registration ----------------------- in which AT&T participates, AT&T will furnish to the Corporation in writing such information with respect to it as the Corporation reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary Prospectus, and agrees to indemnify, to the full extent permitted by law, the Corporation, the directors and officers of the Corporation signing the Registration Statement and each person who controls the Corporation (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement, Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, and only to the extent, that such untrue statement or omission is caused by any information with respect to AT&T so furnished in writing by it or its representative specifically for inclusion therein. In no event shall the liability of AT&T be greater in amount than the dollar amount of the net proceeds (after deducting commissions and expenses) received by AT&T upon the sale of the Registrable Securities giving rise to such
Indemnification by AT&T. Subject to the terms of this ----------------------- Agreement, AT&T shall indemnify and hold harmless BT and its Affiliates and their respective officers, directors, employees, agents and representatives and each of their respective heirs, executors, successors and assigns (the "BT -- Indemnified Parties") from and against all claims, liabilities, losses, costs, ------------------- expenses and damages, including the reasonable fees, expenses and other charges of counsel (collectively, "Losses"), to the extent relating to, arising out of ------ or resulting from, or asserted by third Persons against the BT Indemnified Parties in connection with (a) the AT&T Allocated Business and the ownership or operation thereof after the Closing Date, (b) AT&T Post-Closing Liabilities, (c) any Excluded AT&T Liabilities, (d) Operational Concert Liabilities assumed by AT&T pursuant hereto, and (e) Liabilities reflected in the Adjusted Net Assets of the AT&T Concert Balance Sheet, except in the case of clause (a) or (b), where the Losses arise from the gross negligence or willful misconduct of BT or its Affiliates or their respective officers, directors, employees, agents or representatives in the operation of any assets of the AT&T Allocated Business for and on behalf of AT&T or its Affiliates as contemplated by Section 7.2(e) or otherwise.
Indemnification by AT&T. Except as provided in Section 7.04, AT&T shall indemnify, defend and hold harmless each member of the Company Group and each of their Affiliates and each member of the Company Group’s and their respective Affiliates’ respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Company Indemnitees”), from and against any and all Losses of the Company Indemnitees relating to, arising out of or resulting from any of the following items (without duplication and including any Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien):
Indemnification by AT&T. AT&T shall indemnify and hold harmless BT and its Affiliates (other than Concert and MCI and their Affiliates) and their respective officers, directors, employees and representatives and each of their respective heirs, executors, successors and assigns (the "BT Indemnified Parties") from and against all claims, liabilities, losses, costs, expenses and damages, including the reasonable fees, expenses and other charges of counsel (collectively, "Losses") relating to, arising out of or resulting from, or asserted by third Persons against the BT Indemnified Parties in connection with (a) AT&T's or its Affiliate's participation in any business relationship or alliance, including any of the foregoing that may arise out of, in connection with or relating to any agreements, arrangements or understandings between or among AT&T and its Affiliates, on the one hand, and World Partners Company and/or AT&T-Unisource Communications Services and any of their Affiliates, on the other hand, or (b) without any duplication of any recovery by Thistle BV under Section 25.4(e), any inaccuracy in or any breach of any representation or warranty contained in Section 17.1(a), (b), (c) or (d).
Indemnification by AT&T. (a) Following the Closing until the applicable survival dates provided in Section 8.1, AT&T shall indemnify, defend and hold harmless Investor, its Affiliates and their respective successors and permitted assigns, in their capacity as such (each an “Investor Indemnified Party” and, collectively, the “Investor Indemnified Parties”) for, from, against and in respect of any and all Losses whether or not involving a Third Party Claim incurred or suffered as the result of, arising out of or relating to, directly or indirectly:
Indemnification by AT&T. From and after the Closing, AT&T will ----------------------- indemnify, defend and hold harmless Insight, its partners and the Partnership and their respective Affiliates, and the members, partners, shareholders, officers, directors, employees, agents, successors and assigns of them and any Person claiming by or through any of them, as the case may be, from and against any and all Losses arising out of or resulting from (a) any breach of any representation or warranty made by AT&T in this Agreement or any Transaction Document; (b) any breach of any covenant, agreement or obligation of AT&T contained in this Agreement or any Transaction Document; (c) any act or omission of AT&T with respect to, or any event or circumstance related to, the ownership or operation of the AT&T Assets or the conduct of AT&T's Cable Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Time, without regard to whether a claim with respect to such matter is asserted before or after the Closing Time, including any matter described on SCHEDULE 6.11; (d) any liability or obligation with respect to the AT&T Assets or AT&T Systems not included in the Assumed Obligations and Liabilities; (e) any matter affecting title to AT&T Owned Property, which prevents access to or which could prevent or impede in any way the use or operation of any parcel of AT&T Owned Property for the purposes for which it is currently used or operated by AT&T; (f) any claim that the transactions contemplated by this Agreement with respect to the AT&T Systems violate WARN (to the extent AT&T is responsible for compliance with WARN pursuant to Section 7.3(e)) or any Legal Requirement or any bulk transfer or fraudulent conveyance laws of any jurisdiction; (g) any claim relating to "continuation coverage" under Code Section 4980B with respect to former employees of the AT&T Systems at and after the Closing Time or that the Partnership is deemed to be a successor employer of AT&T or its Affiliates under Code Section 4980B; (h) any claim by a third party relating to the presence, generation, removal or transportation of a Hazardous Substance on or from any of the AT&T Owned Property or AT&T Leased Property through and including the Closing Time, including the costs in response to a third party claim of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing); (i) any rate refund or c...
