Common use of Indemnification by AT&T Clause in Contracts

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. From and after the Closing, AT&T will shall indemnify and hold harmless the Company TeleCorp ----------------------- and its Affiliates, and its and their respective the shareholders, members, managers, officers, directors, partners, employees, agents, successors and assigns and any Person claiming by or through agents and/or the legal representatives of any of themthem (each, a "TeleCorp Indemnified Party"), against all liabilities and expenses (collectively, "Losses") incurred by any TeleCorp Indemnified Party (including, without limitation, amounts paid in satisfaction of judgments, in compromise, as the case may befines and penalties, from and against any as counsel fees and all Losses incurred in connection with the investigation, defense, or disposition of any action, suit or other proceeding in which any TeleCorp Indemnified Party may be involved or with which any TeleCorp Indemnified Party may be threatened (whether arising out of or relating to matters asserted by third parties against a TeleCorp Indemnified Party or incurred or sustained by such indemnified parties and arising party in the absence of a third-party claim)), that arise out of, relating to of or resulting result 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 contained 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 being untrue (other than those contained in Section 3.7; 4.8), (b) any breach default by AT&T or any of any covenantits Affiliates in the performance of their respective obligations under this Agreement, agreement (c) the ownership or obligation operation of any of the AT&T Parties or, following consummation Owned Assets and the conduct 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 's business prior to the Closing involving Date or (d) the Company, any entity that is ownership or was, on or prior to the Closing, a member of the Company's ERISA Group, or the predecessors operation of any of themthe TeleCorp Assets and the conduct of AT&T's business after the Closing Date, including, without limitation Losses incurred by reason of the Company having been, at any time on or prior except to the Closingextent (but only to the extent) that any such Losses arise out of or result from the gross negligence or willful misconduct of such TeleCorp Indemnified Party or its Affiliates, a member of an ERISA Group (collectivelyprovided, "EMPLOYEE CLAIMS"); PROVIDED, HOWEVERhowever, that Employee Claims shall not include the -------- ------- aggregate liability of AT&T to indemnify TeleCorp Indemnified Parties against Losses arising out of or resulting from (x) any claims representation or rights warranty of AT&T contained in this Agreement being untrue (iother than Section 4.8), or (y) solely in connection with employment or termination thereof of any individual hired upon or following Closing default by AOLTW AT&T or any of its Subsidiaries or Affiliates or in the performance of their respective obligations under this Agreement shall (ii) arising on or after Closing with respect except, in the case of clause (y), to service on or after the Closing under any benefit plans maintained or sponsored by such entities; or extent (dbut only to the extent) any failure such Losses arise out of a Permitted AT&T Transferee or result from the gross negligence or willful misconduct of AT&T) be limited 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)$100 Million Dollars.

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 ’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 Table of Contents of an ERISA Group (collectively, "EMPLOYEE CLAIMS"“Employee Claims”); PROVIDEDprovided, HOWEVERhowever, 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. From and after the Closing, AT&T will shall indemnify and hold harmless the Company TeleCorp and its Affiliates, and its and their respective the shareholders, members, managers, officers, directors, partners, employees, agents, successors and assigns and any Person claiming by or through agents and/or the legal representatives of any of themthem (each, a "TELECORP INDEMNIFIED PARTY"), against all liabilities and expenses (collectively, "LOSSES") incurred by any TeleCorp Indemnified Party (including, without limitation, amounts paid in satisfaction of judgments, in compromise, as the case may befines and penalties, from and against any as counsel fees and all Losses incurred in connection with the investigation, defense, or disposition of any action, suit or other proceeding in which any TeleCorp Indemnified Party may be involved or with which any TeleCorp Indemnified Party may be threatened (whether arising out of or relating to matters asserted by third parties against a TeleCorp Indemnified Party or incurred or sustained by such indemnified parties and arising party in the absence of a third-party claim)), that arise out of, relating to of or resulting result 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 contained 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 being untrue (other than those contained in Section 3.7; 4.8), (b) any breach default by AT&T or any of any covenantits Affiliates in the performance of their respective obligations under this Agreement, agreement (c) the ownership or obligation operation of any of the AT&T Parties or, following consummation Owned Assets and the conduct 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 's business prior to the Closing involving Date or (d) the Company, any entity that is ownership or was, on or prior to the Closing, a member of the Company's ERISA Group, or the predecessors operation of any of themthe TeleCorp Assets and the conduct of AT&T's business after the Closing Date, including, without limitation Losses incurred by reason of the Company having been, at any time on or prior except to the Closingextent (but only to the extent) that any such Losses arise out of or result from the gross negligence or willful misconduct of such TeleCorp Indemnified Party or its Affiliates, a member of an ERISA Group (collectively, "EMPLOYEE CLAIMS"); PROVIDED, HOWEVER, that Employee Claims shall not include the aggregate liability of AT&T to indemnify TeleCorp Indemnified Parties against Losses arising out of or resulting from (x) any claims representation or rights warranty of AT&T contained in this Agreement being untrue (iother than Section 4.8), or (y) solely in connection with employment or termination thereof of any individual hired upon or following Closing default by AOLTW AT&T or any of its Subsidiaries or Affiliates or in the performance of their respective obligations under this Agreement shall (ii) arising on or after Closing with respect except, in the case of clause (y), to service on or after the Closing under any benefit plans maintained or sponsored by such entities; or extent (dbut only to the extent) any failure such Losses arise out of a Permitted AT&T Transferee or result from the gross negligence or willful misconduct of AT&T) be limited 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)$100 Million Dollars.

Indemnification by AT&T. From and after the Closing, Closing AT&T will indemnify ----------------------- indemnify, defend and hold harmless the Company Insight and its Affiliates, partners and its and their respective Affiliates, and the members, partners, shareholders, officers, directors, partners, 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 incurred by such indemnified parties and arising out of, relating to of 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 3.7Transaction Document; (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 AgreementAgreement 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 Assets or the conduct of the Cable Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Time, without duplication 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 of AT&T not included in the Assumed Obligations and Liabilities; (e) any matter affecting title to Owned Property which prevents access to or which could prevent or impede in any way the use or operation of any indemnification claims parcel of Owned Property for the purposes for which it is currently used or rights arising out operated by AT&T; (f) any claim that the transactions contemplated by this Agreement to be performed by AT&T violate WARN 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 AT&T at and after the Closing Time or that Insight 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 Owned Property or 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 credit, penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the Systems for periods through and including the Closing Time; or (j) the Time Warner Social Contract, without regard to whether the Losses arise as a result of actions or omissions before or after the Closing Time, including as provided in Section 7.25. In the event that an indemnified item arises under both clause (a) aboveand under one or more of clauses (b) through (j) of this Section, any claims or Insight's 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 pursue its claim under clauses (b) through (j) as applicable will exist notwithstanding the Closing involving the Company, any entity that is or was, on or prior to the Closing, a member expiration 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 Survival Period applicable to the Closing, a member of an ERISA Group such claim under clause (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 thereundera).