Indemnification by Comcast Sample Clauses

Indemnification by Comcast. Comcast shall fully indemnify and hold harmless Company and its Subsidiaries and their respective directors, officers, employees and agents (collectively, “Company Indemnified Parties”) from and against any and all Damages incurred by any such Company Indemnified Party based on any third party claim arising out of or relating to (i) Comcast’s or its Subsidiaries’ breach of this Agreement, (ii) any rejection by Comcast or any of its Subsidiaries of a Third Party License under Section 2.03, and (iii) the performance, rendering, offering to perform or render, sale, offering for sale, development, promotion or other disposition of products or services by Comcast or any of its Subsidiaries of products and services using or based on the Company Licensed Intellectual Property (including products liability claims).

Indemnification by Comcast. 35 Section 11.4. Limitation on Indemnification by Comcast..................................................35 Section 11.5. Notice: Defense of Claims.................................................................36 Section 11.6.

Indemnification by Comcast. (a) From and after the Closing, and subject to the provisions of this Article 9, Comcast shall indemnify, defend and hold harmless (x) the NBCUniversal Indemnified Parties, (y) the HoldCo Indemnified Parties and (z) GE and its Affiliates (excluding, for the avoidance of doubt, the NBCUniversal Indemnified Parties and the HoldCo Indemnified Parties), their respective successors and assigns and their respective directors, officers and employees (collectively, the “GE Indemnified Parties”) against, and reimburse any GE Indemnified Party, NBCUniversal Indemnified Party or HoldCo Indemnified Party for, all Losses that such GE Indemnified Party, NBCUniversal Indemnified Party or HoldCo Indemnified Party may suffer or incur, or become subject to, as a result of: (i) the failure of any representations or warranties made by Comcast in this Agreement to be true and correct on and as of the date hereof or on and as of the Closing Date as though made on the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); or (ii) any breach or failure by Comcast to perform any of its covenants or obligations contained in this Agreement.

Indemnification by Comcast. (a) From and after the Closing, and subject to Section 11.04, Section 11.08, Section 11.09, Section 11.10 and Section 12.01, Comcast shall indemnify, defend and hold harmless GE and its Affiliates, their respective successors and assigns and their respective directors, officers and employees (collectively, the “GE Indemnified Parties”) and the Newco Indemnified Parties against, and reimburse any GE Indemnified Party or Newco Indemnified Party for, all Losses that such GE Indemnified Party or Newco Indemnified Party may suffer or incur, or become subject to, as a result of: (i) the failure of any representations or warranties made by Comcast in this Agreement to be true and correct on and as of the date hereof or on and as of the Closing Date as though made on the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), determined without regard to any qualification or exception contained therein relating to “materiality”, including the words “material” and “Material Adverse Effect” (other than in the phrase “materially impair or delay” or in any such qualification or exception contained in the Designated Comcast Representations); (ii) any breach or failure by Comcast to perform any of its covenants or obligations contained in this Agreement; or (iii) any Excluded Comcast Liability. For the avoidance of doubt, it is understood that the foregoing indemnification with respect to the GE Indemnified Parties is intended to indemnify the GE Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify the GE Indemnified Parties with respect to Losses suffered by Newco or that they may suffer or incur solely by virtue of their direct or indirect equity ownership in a Newco Indemnified Party.

Indemnification by Comcast. 78 Section 8.03. Procedure for Certain Indemnified Claims.......................79 Section 8.04. Determination of Indemnification Amounts and Related Matters...80

Indemnification by Comcast. From and after Closing, the Comcast Entities (other than the Comcast LLCs), jointly and severally, will indemnify and hold harmless Adelphia, its Affiliates (including, after the Closing, the Comcast LLCs), officers and directors, employees, agents and representatives, 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 representations and warranties made by any Comcast Entity in this Agreement or in any Transaction Document not being true and accurate in all respects (determined without regard to any materiality or Material Adverse Effect qualification contained therein when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date)); (b) any failure by the Comcast Entities (including, prior to the Closing, the Comcast LLCs,) to perform in all respects any of their respective covenants, agreements, or obligations in this Agreement or in any Transaction Document; (c) other than with respect to Adelphia Assumed Liabilities, the ownership or operation of the Comcast Assets or the Comcast Systems prior to the Closing Time; (d) all Comcast Excluded Liabilities; (e) the Comcast Assumed Liabilities; (f) the Comcast Excluded Assets; (g) any Asset or any claim or right or any benefit arising thereunder held by an Adelphia Entity for the benefit of a Comcast Entity pursuant to Section 6.04(b); (h) with respect to the Comcast Systems or Assets, any Environmental Law and actions occurring or conditions existing on or prior to the Closing Date (including matters disclosed or required to be disclosed in Schedule 4.16); (i) any failure to obtain any consent, approval or authorization disclosed on Schedule 4.03 or 4.26 or which would have been required to be disclosed on either such Schedule if all qualifications as to materiality or Material Adverse Effect contained therein were removed; or (j) any title defect listed on Schedule 6.02(a). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by an Adelphia Entity or any other Indemnitee under this Section, in addition to any indemnity obligation of the Comcast Entities under this Section, Comcast will furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Adelphia of notice thereof.

Indemnification by Comcast. At its expense, Comcast shall defend, indemnify and hold ▇▇▇▇▇▇▇.▇▇▇ harmless from any action brought against ▇▇▇▇▇▇▇.▇▇▇, its parents, affiliates, subsidiaries and their officers, directors, agents, and employees to the extent that it is based on a claim that the use of the Comcast Software or Comcast Proprietary Items or other intellectual property provided to ▇▇▇▇▇▇▇.▇▇▇ by Comcast under this Agreement (“Comcast IP Products”) infringes any patent, copyright, trade secret, trademark or other Intellectual Property Right of any third party (“Comcast IP Claims”). If any Comcast IP Product becomes, or in Comcast’s reasonable opinion is likely to become, the subject of a successful claim of infringement of any intellectual property rights, then, in addition to any other rights ▇▇▇▇▇▇▇.▇▇▇ may have under this Agreement, Comcast shall: (i) procure for ▇▇▇▇▇▇▇.▇▇▇ the right to use the infringing Comcast IP Product (or part thereof); (ii) replace the infringing Comcast IP Product (or part thereof) with a non-infringing, functionally equivalent one; or (iii) suitably modify the infringing Comcast IP Product (or part thereof) so that it is not infringing. If the removal of a Comcast IP Product as contemplated by the foregoing sentence results in ▇▇▇▇▇▇▇.▇▇▇ being unable to materially perform the Services going forward, either party shall have the right to terminate this Agreement or the relevant Program Description without payment of any additional fees other than fees for Services performed. ▇▇▇▇▇▇▇.▇▇▇ agrees to notify Comcast promptly in writing of any claim, to permit Comcast to defend, compromise or settle the claim and to provide reasonably available information and assistance regarding such claim; provided that: (i) if Comcast fails to promptly retain defense counsel for any such claim after notice to Comcast, ▇▇▇▇▇▇▇.▇▇▇ may, at Comcast’s expense, retain its own defense counsel and defend against such claim; (ii) Comcast’s choice of defense counsel shall be subject to the prior approval of ▇▇▇▇▇▇▇.▇▇▇, which shall not be unreasonably withheld, conditioned or delayed; (iii) Comcast shall not enter into a settlement of any such claim that imposes any liability or material obligation on ▇▇▇▇▇▇▇.▇▇▇ or materially prejudices ▇▇▇▇▇▇▇.▇▇▇’s rights without ▇▇▇▇▇▇▇.▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Comcast shall not enter into a settlement of any such claim without ▇▇▇▇▇▇▇.▇▇▇’s written co...

Indemnification by Comcast. From and after the Closing, Comcast will indemnify, defend and hold harmless Insight and its 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 Comcast in this Agreement or any Transaction Document; (b) any breach of any covenant, agreement or obligation of Comcast contained in this Agreement or any Transaction Document; (c) any claim, action, suit or proceeding by any Third Party arising out of or resulting from any act or omission of Comcast with respect to, or any event or circumstance related to, the ownership or operation of the Acquired Assets or the operation and conduct of the Telephony 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 4.12, to the extent not assumed pursuant to Section 2.3; (d) any Excluded Liability; and (e) any Liability after Closing arising out of any claim by Comcast, or any of their officers, directors, members, partners, employees, agents, independent contractors or Affiliates against Comcast Phone Kentucky and Comcast Phone Indiana for matters attributable to the period prior to the Closing, except for any Assumed Liability. In the event that an indemnification claim arises under both clause (a) and one or more of the clauses (b) through (e) of this Section, Insight’s rights to pursue its claim under clauses (b) through (e) as applicable will exist notwithstanding the expiration of the survival period applicable to such claim under clause (a).

Indemnification by Comcast. (a) From and after the Closing, Comcast shall indemnify, defend and hold harmless, without duplication, the Newco Indemnified Parties and the GE Indemnified Parties against, and reimburse any Newco Indemnified Party or GE Indemnified Party for, all Losses that such Newco Indemnified Party or GE Indemnified Party may suffer or incur, or become subject to, (i) as a result of a breach the representations or warranties set forth in Section 3(i), 3(l) or 3(n), (ii) as a result of the breach of any covenant contained herein, or (iii) in connection with the contest, assertion or imposition of (A) Taxes, other than Operating Taxes, in respect of the Contributed Comcast Subsidiaries or the Comcast Assets for a Pre-Closing Tax-Period, (B) any Taxes of a Contributed Comcast Subsidiary described in clause (ii) of the definition of “Tax” for a Pre-Closing Tax Period or any Taxable Year of Comcast or any of its Affiliates which includes the Closing Date, (C) any Taxes of a Contributed Comcast Subsidiary described in clause (iii) of the definition of “Tax” for a Pre-Closing Tax Period, (D) any Taxes (including Transfer Taxes) attributable to the Comcast Restructuring described in Section 6.14 of the Comcast Disclosure Letter, or (E) Taxes arising out of the Contributed Comcast Subsidiaries or Comcast Assets that do not relate to the Comcast Contributed Businesses. (b) For the avoidance of doubt, the parties hereto agree that no party will make a ratable allocation election under Treasury Regulation Section 1.1502- 76(b)(2)(ii) or any other similar provision of Law. In accordance with Treasury Regulation Section 1. 1502-76 and any analogous provision of Law, any Tax related to an extraordinary transaction that occurs on the Closing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date. In addition, the principles of the preceding sentence shall apply in the absence of an analogous provision of Law and in the case of Straddle Periods.