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. 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:
(a) the failure of AT&T or any other member of the AT&T Group or any other Person to pay, perform or otherwise promptly discharge any Liabilities of the AT&T Services Group whether prior to or after the NCR Distribution Date or the date hereof (including any Liabilities assumed or retained by any member of the AT&T Services Group pursuant to any Transaction Agreement);
(b) the AT&T Services Business (including any claim by, or resulting from a claim by, any creditor of AT&T UK Holdings Ltd. to the extent relating to the AT&T Services Business conducted by such entity) or any Liability of the AT&T Services Group; and
(c) any breach by AT&T or any member of the AT&T Services Group of this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any of the NCR Ancillary Agreements or any other agreement or contract that survives the NCR Distribution Date; provided however that this Section 4.3 shall not apply to any Liability relating to the NCR Business.
Indemnification by AT&T. Except for any infringement, misappropriation 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. 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...
Indemnification by AT&T. From and after the Closing, AT&T will indemnify and hold harmless Comcast and its Affiliates (including the Transferred Entities), 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 to the extent arising out of or resulting from:
(a) any representations and warranties made by any AT&T Party in this Agreement, except for those contained in Sections 6.5 and 6.15 hereof or in any Transaction Document not being true and accurate when made or as of the Closing (or, if given as of a certain date, not being true as of such certain date) with the same effect as if made as of the Closing (or such date);
(b) any failure by AT&T or its Affiliates or, prior to Closing, any Transferred Entity to perform any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than Losses to the extent arising out of or resulting from AT&T Excluded Liabilities or covenants, agreements, or obligations contained in Sections 7.2.16, 7.2.17, 7.28, 7.29 and 7.30 hereof);
(c) the AT&T Excluded Liabilities; and
(d) the AT&T Excluded Assets. AT&T will not make any claim against any Transferred Entity for reimbursement of or contribution to any of AT&T's indemnification obligations under this Agreement.
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:
(i) any breach by AT&T of, or inaccuracy in (or any Third Party Claim that alleges facts that, if proven, would constitute a breach of or inaccuracy in), any AT&T Representation that is not an AT&T Fundamental Representation or a representation or warranty in Section 4.16 (without giving effect to any “materiality” qualifiers, including “Material Adverse Effect,” contained therein (other than with respect to references to (i) materiality qualifications in Section 4.6 (Financial Statements), (ii) “Material Adverse Effect” qualifications in Section 4.7 (Absence of Certain Changes) and Section 4.13 (Sufficiency of Assets) and (iii) references to materiality qualifications for purposes of determining the items required to be listed or otherwise set forth in the AT&T Disclosure Letter under Section 4.12 (Material Contracts), Section 4.17 (Employee Benefits), Section 4.18 (Labor and Employment Matters) and Section 4.19 (Intellectual Property and Data Privacy and Security));
Indemnification by AT&T. AT&T shall defend, indemnify and hold harmless Synacor, its Affiliates and each of their respective officers, directors, employees, and permitted successors and assigns (collectively, the “Synacor Indemnified Parties”) from and against any and all Claims brought by a Third Party against such Synacor Indemnified Parties:
(i) alleging that the (A) AT&T Materials provided or made available hereunder by or on behalf of AT&T in connection with this Agreement (except for any of the foregoing that is generated or posted by any User thereof), or (B) AT&T Properties, AT&T Internet Service or AT&T Mobility Service or any other AT&T products or services, when used in connection with this Agreement (collectively, the “AT&T Accused Elements”), in each case, violates or infringes upon in any manner any Intellectual Property Rights or other proprietary rights of a Third Party, or are defamatory or otherwise unlawful;
(ii) [*].
(iii) [*];
(iv) [*];
(v) [*];
(vi) resulting from any Advertising sold or served by AT&T, AT&T Agents, or any of AT&T’s Affiliates under this Agreement being false, misleading, defamatory, or otherwise in violation of applicable Law or not accurately reflecting the Advertising provided by the Advertiser or from AT&T’s, AT&T Agents’ (other than Synacor) [*];
(vii) [*];
(viii) arising from breach by AT&T of the representations and warranties contained in [*];
(ix) relating to any unauthorized use of the any trademarks of Synacor or any Synacor Content provider;
(x) [*]; or
(xi) relating to the gross negligence, willful misconduct, or fraud by AT&T or its Affiliates.
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. (a) Any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively "Claims") arising from or relating to the installation, maintenance or operation of the Telephony Interconnection Equipment or other AT&T equipment, except to the extent such Damages are caused or contributed to by INSIGHT or the INSIGHT Affiliates;
(b) Any Claims of any Person for personal injury or property damage resulting from the gross negligence or willful misconduct of AT&T;
(c) Any Claims of any Person caused by, relating to, or arising out of AT&T's relationships with its employees, agents, and consultants in the course of its performance under this Agreement; and
(d) Any Claims of any Person (other than INSIGHT, the INSIGHT Affiliates and their respective Affiliates) relating to or arising out of the breach by AT&T of any of its obligations under this Agreement.
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
