Common use of INDEMNIFICATION BY TCI Clause in Contracts

INDEMNIFICATION BY TCI. TCI covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders and, prior to the Funding and Consummation Date, the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Stockholders or the Company as a result of or arising from (i) any breach by TCI or Newco of their representations and warranties set forth herein or on the schedules or certificates attached hereto, (ii) any breach of any agreement on the part of TCI or Newco under this Agreement, (iii) any liabilities which the Stockholders may incur due to TCI's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Section 1 hereof (except to the extent that TCI or Newco has claims against the Stockholders by reason of such liabilities); or (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to TCI, Newco or any of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to TCI or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY TCI. TCI covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders and, prior to the Funding and Consummation Date, the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Stockholders or the Company as a result of or arising from (i) any breach by TCI or Newco of their its representations and warranties set forth herein or on the schedules or certificates attached hereto, (ii) any breach of any agreement on the part of TCI or Newco under this Agreement, (iii) any liabilities which the Stockholders may incur due to TCI's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Section 1 hereof (except to the extent that TCI or Newco has claims against the Stockholders by reason of such liabilities); or (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to TCI, Newco TCI or any of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to TCI or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY TCI. From and after the Closing, TCI covenants and agrees that it will indemnify, defend, protect defend and hold harmless Insight, its partners and the Stockholders andCompany and their respective Affiliates, prior to and the Funding members, partners, shareholders, officers, directors, employees, agents, successors and Consummation Dateassigns of them and any Person claiming by or through any of them, as the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)case may be, from and against any and all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Stockholders or the Company as a result Losses arising out of or arising resulting from (i) any breach by TCI or Newco of their representations and warranties set forth herein or on the schedules or certificates attached hereto, (iia) any breach of any representation or warranty made by TCI in this Agreement or any Transaction Document; (b) any breach of any covenant, agreement on the part or obligation of TCI contained in this Agreement or Newco under this Agreement, any Transaction Document; (iiic) any liabilities which act or omission of TCI with respect to, or any event or circumstance related to, the Stockholders may incur due to ownership or operation of the TCI Assets or the conduct of TCI's Cable Business, which act, omission, event or Newco's failure 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 TCI Systems not included in the Assumed Obligations and Liabilities; (e) any Title Defect relating to any TCI Owned Property that is not deleted as an exception in, or insured over by, the applicable TCI Title Policy; (f) any claim that the transactions contemplated by this Agreement with respect to the TCI Systems 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 TCI at and after the Closing Time or that the Company is deemed to be responsible for a successor employer of TCI under Code Section 4980B; (h) any claim by a third party relating to the liabilities and obligations presence, generation, removal or transportation of a Hazardous Substance on or from any of the Company as provided TCI Owned Property or TCI Leased Property through and including the Closing Time, including the costs in Section 1 hereof (except response to the extent that TCI a third party claim of removal or Newco has claims against the Stockholders by reason clean-up of such liabilitiesHazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing); or (ivi) any liability rate refund or credit, penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the TCI Systems for periods through and including the Closing Time. In the event that an indemnified item arises under both clause (a) and under one or more of clauses (b) through (i) of this Section, Insight's and the 1933 Act, Company's rights to pursue its claim under clauses (b) through (i) as applicable will exist notwithstanding the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to TCI, Newco or any expiration of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Survival Period applicable to state therein a material fact relating to TCI or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleadingsuch claim under clause (a).

INDEMNIFICATION BY TCI. From and after the Closing, TCI covenants and agrees that it will indemnify, defend, protect defend and hold harmless the Stockholders andPartnership and its Affiliates, prior to and the Funding partners, members, shareholders, officers, directors, employees, agents, successors and Consummation Dateassigns and any Person claiming by or through any of them, as the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)case may be, from and against any and all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Stockholders or the Company as a result Losses arising out of or arising resulting from (i) any breach by TCI or Newco of their representations and warranties set forth herein or on the schedules or certificates attached hereto, (iia) any breach of any agreement on the part representation or warranty made by TCI in this Agreement or any Transaction Document or any covenant of TCI in this Agreement or Newco under this Agreement, the Transaction Documents to be performed prior to or at the Closing; (iiib) any liabilities which breach of any post-Closing covenant, agreement or obligation of TCI contained in this Agreement or any Transaction Document; (c) any act or omission of TCI with respect to, or any event or circumstance related to, the Stockholders may incur due to ownership or operation of the TCI Assets or the conduct of TCI's Cable Business, which act, omission, event or Newco's failure 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 TCI Systems not included in the Assumed Obligations and Liabilities; (e) any Title Defect relating to any TCI Owned Property that is not deleted as an exception in, or insured over by, the applicable TCI Title Policy; (f) any claim that the transactions contemplated by this Agreement with respect to the TCI Systems 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 TCI at and after the Closing Time or that the Partnership is deemed to be responsible for a successor employer of TCI under Code Section 4980B; (h) any claim by a third party relating to the liabilities and obligations presence, generation, removal or transportation of a Hazardous Substance on or from any of the Company as provided TCI Owned Property or TCI Leased Property through and including the Closing Time, including the costs, in Section 1 hereof (except response to the extent that TCI a third-party claim, of removal or Newco has claims against the Stockholders by reason clean-up of such liabilitiesHazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing); or (ivi) any liability rate refund or credit, penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the TCI Systems for periods through and including the Closing Time. In the event that an indemnified item arises under both clause (a) and under one or more of clauses (b) through (i) of this Section, Century's and the 1933 ActPartnership's rights to pursue its claim under clauses (b) through (i), as applicable, will exist notwithstanding the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to TCI, Newco or any expiration of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Survival Period applicable to state therein a material fact relating to TCI or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleadingsuch claim under clause (a).

INDEMNIFICATION BY TCI. From and after the Closing, TCI covenants and agrees that it will indemnify, defend, protect ---------------------- indemnify and hold harmless Xxxxx and its shareholders and its and their respective Affiliates, and the Stockholders andshareholders, prior to officers, directors, employees, agents, successors and assigns and any Person claiming by or through any of them, as the Funding and Consummation Date, the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)case may be, from and against any and all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Stockholders or the Company as a result Losses arising out of or arising resulting from (i) any breach by TCI or Newco of their representations and warranties set forth herein or on the schedules or certificates attached hereto, (iia) any breach of any representation or warranty made by TCI in this Agreement or in the Transaction Documents delivered by TCI, (b) any breach of any covenant, agreement on the part or obligation of TCI contained in this Agreement or Newco under this Agreementin the Transaction Documents delivered by TCI, (iiic) any liabilities which act or omission of TCI with respect to, or any event or circumstance related to, the Stockholders may incur due to TCI's ownership or Newco's failure to be responsible for the liabilities and obligations operation of the Company as provided in Section 1 hereof TCI Assets or the conduct of the TCI 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, (except to the extent that TCI or Newco has claims against the Stockholders by reason of such liabilities); or (ivd) any liability under or obligation not included in the 1933 ActXxxxx Assumed Obligations and Liabilities, (e) any Title Defect TCI fails to eliminate as an exception from a Title Commitment, (f) any claim that the 1934 Act transactions contemplated by this Agreement violate WARN or other Federal any similar Legal Requirement or state law any bulk transfer or regulationfraudulent conveyance laws of any jurisdiction, at common law (g) the presence, generation, removal or otherwise, arising out of or based upon any untrue statement or alleged untrue statement transportation of a material fact relating to TCI, Newco Hazardous Substance on or from any of the Other Founding Companies contained in TCI Owned Property or TCI Leased Property through and including the Closing Time, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any preliminary prospectusEnvironmental Laws (whether before or after Closing), (h) any rate refund or credit, penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the Registration Statement TCI Systems for periods through and including the Closing Time or any prospectus forming a part thereof(i) the failure of TCI to perform the TCI Assumed Obligations and Liabilities. In the event that an indemnified item arises under both clause (a) and under one or more of clauses (b) through (i) of this Section, or any amendment thereof or supplement theretoXxxxx' rights to pursue its claim under clauses (b) through (i), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to TCI or Newco or any as applicable, will exist notwithstanding the expiration of the Other Founding Companies required Survival Period applicable to be stated therein or necessary to make the statements therein not misleadingsuch claim under clause (a).

INDEMNIFICATION BY TCI. From and after the Closing, TCI covenants and agrees that it will indemnify, defend, protect defend and hold harmless the Stockholders andPartnership and its partners and its and their respective Affiliates, prior to and the Funding partners, members, shareholders, officers, directors, employees, agents, successors and Consummation Dateassigns and any Person claiming by or through any of them, as the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)case may be, from and against any and all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Stockholders or the Company as a result Losses arising out of or arising resulting from (i) any breach by TCI or Newco of their representations and warranties set forth herein or on the schedules or certificates attached hereto, (iia) any breach of any agreement on the part representation or warranty made by TCI in this Agreement or any Transaction Document or any covenant of TCI in this Agreement or Newco under this Agreement, the Transaction Documents to be performed prior to or at the Closing; (iiib) any liabilities which breach of any post-Closing covenant, agreement or obligation of TCI contained in this Agreement or any Transaction Document; (c) any act or omission of TCI with respect to, or any event or circumstance related to, the Stockholders may incur due to ownership or operation of the TCI Assets or the conduct of TCI's Cable Business, which act, omission, event or Newco's failure 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 not included in the Century Assumed Obligations and Liabilities; (e) any Title Defect relating to any TCI Owned Property that is not deleted as an exception in, or insured over by, the applicable TCI Title Policy; (f) any claim that the transactions contemplated by this Agreement 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 TCI at and after the Closing Time or that the Partnership is deemed to be responsible for a successor employer of TCI under Code Section 4980B; (h) any claim by a third party relating to the liabilities and obligations presence, generation, removal or transportation of a Hazardous Substance on or from any of the Company as provided TCI Owned Property or TCI Leased Property through and including the Closing Time, including the costs, in Section 1 hereof 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 (except 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 extent that TCI or Newco has claims against Systems for periods through and including the Stockholders by reason of such liabilities)Closing Time; or (ivj) any liability the failure of TCI to perform the TCI Assumed Obligations and Liabilities. In the event that an indemnified item arises under the 1933 Actboth clause (a) and under one or more of clauses (b) through (j) of this Section, the 1934 Act or other Federal or state law or regulationPartnership's rights to pursue its claim under clauses (b) through (j), at common law or otherwiseas applicable, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to TCI, Newco or any will exist notwithstanding the expiration of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Survival Period applicable to state therein a material fact relating to TCI or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleadingsuch claim under clause (a).