Common use of INDEMNIFICATION BY AOLTW AND HOLDCO Clause in Contracts

INDEMNIFICATION BY AOLTW AND HOLDCO. (a) Except as provided in Section 4.3, following the Closing, AOLTW and Holdco, on a joint and several basis, shall indemnify, defend and hold harmless TWE, each TWE Broadband Member and each of their respective partners, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TWE BROADBAND INDEMNITEES"), from and against any and all Liabilities of the TWE Broadband Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), whether arising prior to or after the Closing or the date hereof: (i) the failure of Holdco or any other TWE Non-Broadband Member or any other Person to pay, perform or otherwise promptly discharge any TWE Non-Broadband Liabilities in accordance with their respective terms; (ii) the TWE Non-Broadband Business, including the operation thereof; (iii) any breach by Holdco or any TWE Non-Broadband Member of this Agreement or any of the Ancillary Agreements; and (iv) any Third Party Claim in respect of any TWE Non-Broadband Liability. (b) Notwithstanding the foregoing, AOLTW in its sole discretion can elect at any time upon written notice to TWE to terminate this Section 4.1 with respect to Holdco (and only with respect to Holdco) and release Holdco from any and all of its obligations under this Section 4.1, and TWE shall execute and deliver all instruments reasonably requested by AOLTW to evidence such release and termination.

INDEMNIFICATION BY AOLTW AND HOLDCO. (a) Except as provided in Section 4.3, following the Closing, AOLTW and Holdco, on a joint and several basis, shall indemnify, defend and hold harmless TWE, each TWE Broadband Member and each of their respective partners, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TWE BROADBAND INDEMNITEES"), from and against any and all Liabilities of the TWE Broadband Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), whether arising prior to or after the Closing or the date hereof: (i) the failure of Holdco or any other TWE Non-Broadband Member or any other Person to pay, perform or otherwise promptly discharge any TWE Non-Broadband Liabilities in accordance with their respective terms; (ii) the TWE Non-Broadband Business, including the operation thereof; (iii) any breach by Holdco or any TWE Non-Broadband Member of this Agreement or any of the Ancillary Agreements; and; (iv) any Third Party Claim in respect of any TWE Non-Broadband Liability; and (v) any Liabilities imposed on the TWE Broadband Indemnitees relating to, arising out of or resulting from any transaction effectuating the change of ownership of Time Warner Entertainment Pty Limited from TWE to Holdco (or one or more Subsidiaries of Holdco) by an alternative method pursuant to Section 2.1(j) to the extent such Liabilities exceed the Liabilities that would have been suffered by the TWE Broadband Indemnities had the Equity Securities of such Person been distributed to Holdco in accordance with Section 2.1(c). (b) Notwithstanding the foregoing, AOLTW in its sole discretion can elect at any time upon written notice to TWE to terminate this Section 4.1 with respect to Holdco (and only with respect to Holdco) and release Holdco from any and all of its obligations Holdco's Liabilities under this Section 4.1, and TWE shall execute and deliver all instruments reasonably requested by AOLTW to evidence such release and termination.

INDEMNIFICATION BY AOLTW AND HOLDCO. (a) Except as provided in Section 4.3, following the Closing, AOLTW and Holdco, on a joint and several basis, shall indemnify, defend and hold harmless TWEthe Company, each TWE Broadband Company Group Member and each of their respective partners, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TWE BROADBAND COMPANY INDEMNITEES"), from and against any and all Liabilities of the TWE Broadband Company Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), whether arising prior to or after the Closing or the date hereof: (i) the failure of Holdco or any other TWE Non-Broadband Member of its Subsidiaries or any other Person to pay, perform or otherwise promptly discharge any TWE TWIC Non-Broadband Liabilities in accordance with their respective terms; (ii) the TWE TWIC Non-Broadband Business, including the operation thereof; (iii) any breach by Holdco or any TWE Non-Broadband Member of its Subsidiaries (other than the Company and its Subsidiaries) of this Agreement or any of the Ancillary Agreements; and (iv) any Third Party Claim in respect of any TWE TWIC Non-Broadband Liability. (b) Notwithstanding the foregoing, AOLTW in its sole discretion can elect at any time upon written notice to TWE the Company to terminate this Section 4.1 4.2 with respect to Holdco (and only with respect to Holdco) and to release Holdco from any and all of its obligations and Liabilities under this Section 4.14.2, and TWE the Company shall execute and deliver all instruments reasonably requested by AOLTW to evidence such release and termination.

INDEMNIFICATION BY AOLTW AND HOLDCO. (a) Except as provided in Section 4.3, following the Closing, AOLTW and Holdco, on a joint and several basis, shall indemnify, defend and hold harmless TWEthe Company, each TWE Broadband Company Group Member and each of their respective partners, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TWE BROADBAND COMPANY INDEMNITEES"), from and against any and all Liabilities of the TWE Broadband Company Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), whether arising prior to or after the Closing or the date hereofof the Original Contribution Agreement: (i) the failure of Holdco or any other TWE Non-Broadband Member of its Subsidiaries or any other Person to pay, perform or otherwise promptly discharge any TWIC Non-Broadband Liabilities or any TWE Non-Broadband Partnership Liabilities in accordance with their respective terms; (ii) the TWE TWIC Non-Broadband Business, including the operation thereof; (iii) any breach by Holdco or any TWE Non-Broadband Member of its Subsidiaries (other than the Company and its Subsidiaries) of this Agreement or any of the Ancillary Agreements; and (iv) any Third Party Claim in respect of any TWIC Non-Broadband Liability or any TWE Non-Broadband Partnership Liability. (b) Notwithstanding the foregoing, AOLTW in its sole discretion can elect at any time upon written notice to TWE the Company to terminate this Section 4.1 4.2 with respect to Holdco (and only with respect to Holdco) and to release Holdco from any and all of its obligations Holdco's Liabilities under this Section 4.14.2, and TWE the Company shall execute and deliver all instruments reasonably requested by AOLTW to evidence such release and termination.