Common use of Indemnification by AT&T Broadband Clause in Contracts

Indemnification by AT&T Broadband. Except as provided in Section 5.04, following the Distribution Date, AT&T Broadband shall indemnify, defend and hold harmless AT&T, each member of the AT&T Communications 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 “AT&T Indemnitees”), from and against any and all Liabilities (or in the case of subsection (d), 50% of any and all Liabilities) of the AT&T Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of AT&T Broadband or any other member of the AT&T Broadband Group or any other Person to pay, perform or otherwise promptly discharge any AT&T Broadband Liabilities, or AT&T Broadband Contract, in accordance with their respective terms, whether prior to or after the Distribution Date or the date hereof; (b) the AT&T Broadband Business, any AT&T Broadband Asset or any AT&T Broadband Contract; (c) any breach by AT&T Broadband or any member of the AT&T Broadband Group of this Agreement or any of the other Ancillary Agreements; (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in any Registration Statement; and (e) if neither the QUIPS Exchange nor the QUIPS Transfer occurs, any Liabilities relating to, arising out of or resulting from any Actions commenced by Microsoft claiming that the transactions contemplated hereby or by the Merger Agreement violate the terms of the QUIPS; provided that for purposes hereof, in the event that AT&T is required to repay the QUIPS as a result of such Action, the indemnified Liability hereunder in respect of such repayment shall be reduced by the amount of the QUIPS Fair Market Value plus any accrued interest on the QUIPS since the date as of which the QUIPS Fair Market Value was determined (any such Action, a “Microsoft QUIPS Claim”). Notwithstanding the foregoing, AT&T Broadband shall have no obligation to indemnify, defend and hold harmless any AT&T Indemnitee from and against any Liabilities arising out of any breach by At Home or any of its Subsidiaries of any At Home Contract.

Indemnification by AT&T Broadband. Except as provided in Section 5.04, following the Distribution Date, AT&T Broadband shall indemnify, defend and hold harmless AT&T, each member of the AT&T Communications 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 “"AT&T Indemnitees”INDEMNITEES"), from and against any and all Liabilities (or in the case of subsection (d), 50% of any and all Liabilities) of the AT&T Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of AT&T Broadband or any other member of the AT&T Broadband Group or any other Person to pay, perform or otherwise promptly discharge any AT&T Broadband Liabilities, or AT&T Broadband Contract, in accordance with their respective terms, whether prior to or after the Distribution Date or the date hereof; (b) the AT&T Broadband Business, any AT&T Broadband Asset or any AT&T Broadband Contract; (c) any breach by AT&T Broadband or any member of the AT&T Broadband Group of this Agreement or any of the other Ancillary Agreements; (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in any Registration Statement; and (e) if neither the QUIPS Exchange nor the QUIPS Transfer occurs, any Liabilities relating to, arising out of or resulting from any Actions commenced by Microsoft claiming that the transactions contemplated hereby or by the Merger Agreement violate the terms of the QUIPS; provided that PROVIDED THAT for purposes hereof, in the event that AT&T is required to repay the QUIPS as a result of such Action, the indemnified Liability hereunder in respect of such repayment shall be reduced by the amount of the QUIPS Fair Market Value plus any accrued interest on the QUIPS since the date as of which the QUIPS Fair Market Value was determined (any such Action, a “Microsoft "MICROSOFT QUIPS Claim”CLAIM"). 45 Notwithstanding the foregoing, AT&T Broadband shall have no obligation to indemnify, defend and hold harmless any AT&T Indemnitee from and against any Liabilities arising out of any breach by At Home or any of its Subsidiaries of any At Home Contract.

Indemnification by AT&T Broadband. Except as provided in Section 5.04, following the Distribution Date, AT&T Broadband shall indemnify, defend and hold harmless AT&T, each member of the AT&T Communications 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 “"AT&T Indemnitees”"), from and against any and all Liabilities (or in the case of subsection (d), 50% of any and all Liabilities) of the AT&T Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of AT&T Broadband or any other member of the AT&T Broadband Group or any other Person to pay, perform or otherwise promptly discharge any AT&T Broadband Liabilities, or AT&T Broadband Contract, in accordance with their respective terms, whether prior to or after the Distribution Date or the date hereof; (b) the AT&T Broadband Business, any AT&T Broadband Asset or any AT&T Broadband Contract; (c) any breach by AT&T Broadband or any member of the AT&T Broadband Group of this Agreement or any of the other Ancillary Agreements; (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in any Registration Statement, except to the extent such information relates to AT&T's proposal to create a tracking stock with respect to its consumer services business as contemplated by Section 11.06, AT&T's proposal to authorize a reverse stock split or any other AT&T 2002 annual meeting proposal other than the AT&T proposal to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement or the proposal in respect of the AT&T Parent Charter Approval (as defined in the Merger Agreement); and (e) if neither the QUIPS Exchange nor the QUIPS Transfer occurs, any Liabilities relating to, arising out of or resulting from any Actions commenced by Microsoft claiming that the transactions contemplated hereby or by the Merger Agreement violate the terms of the QUIPS; provided that for purposes hereof, in the event that AT&T is required to repay the QUIPS as a result of such Action, the indemnified Liability hereunder in respect of such repayment shall be reduced by the amount of the QUIPS Fair Market Value plus any accrued interest on the QUIPS since the date as of which the QUIPS Fair Market Value was determined (any such Action, a “"Microsoft QUIPS Claim”"). Notwithstanding the foregoing, AT&T Broadband shall have no obligation to indemnify, defend and hold harmless any AT&T Indemnitee from and against any Liabilities arising out of any breach by At Home or any of its Subsidiaries of any At Home Contract.

Indemnification by AT&T Broadband. Except as provided in Section 5.04, following From and after the Distribution Date, Closing AT&T Broadband shall will indemnify, defend and hold harmless AT&T, each member of the AT&T Communications Group Insight and each of its members and its and their respective Affiliates, and the members, partners, shareholders, officers, directors, officers and employees, and each of the heirs, executorsagents, successors and assigns of them and any Person claiming by or through any of them, as the foregoing (collectively, the “AT&T Indemnitees”)case may be, from and against any and all Liabilities (or in the case of subsection (d), 50% of any and all Liabilities) of the AT&T Indemnitees relating to, Losses arising out of or resulting from (a) any breach of any representation or warranty made by AT&T Broadband in this Agreement or any Transaction Document; (b) any breach of any covenant, agreement or obligation of AT&T Broadband contained in this Agreement or any Transaction Document; (c) any act or omission of AT&T Broadband with respect to, or any event or circumstance related to, the ownership or operation of the AT&T Assets or the conduct of the AT&T 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 6.5; (d) any liability or obligation of AT&T Broadband not included in the Insight 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 purposes for which it is currently used or operated by AT&T Broadband; (f) any claim that the transactions contemplated by this Agreement to be performed by AT&T Broadband violate any Legal Requirement or any bulk transfer or fraudulent conveyance laws of any jurisdiction; (g) any claim by a third party relating to the presence, generation, removal or transportation of a Hazardous Substance on or from any of the following items 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); (h) any rate refund or credit, penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the AT&T Systems for periods through and including the Closing Time, including, without duplication): limitation, any payments required by the FCC Order referred in Section 6.7 of this Agreement and any additional payments arising out of the underlying CPST complaint; or (ai) the failure of AT&T Broadband or any other member of to perform the AT&T Broadband Group or any other Person to pay, perform or otherwise promptly discharge any Assumed Obligations and Liabilities; provided that AT&T Broadband Liabilities, shall not be responsible for and shall not be required to indemnify Insight for Losses caused by any acts or AT&T Broadband Contract, in accordance with their respective terms, whether prior to omissions of Insight LP that constitute a breach by Insight LP under the Consulting Agreement. In the event that an indemnified item arises under both clause (a) and under one or after the Distribution Date or the date hereof; more of clauses (b) through (i) of this Section, Insight’s rights to pursue its claim under clauses (b) through (i) as applicable will exist notwithstanding the AT&T Broadband Business, any AT&T Broadband Asset or any AT&T Broadband Contract; (c) any breach by AT&T Broadband or any member expiration of the AT&T Broadband Group of this Agreement or any of the other Ancillary Agreements; Survival Period applicable to such claim under clause (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in any Registration Statement; and (e) if neither the QUIPS Exchange nor the QUIPS Transfer occurs, any Liabilities relating to, arising out of or resulting from any Actions commenced by Microsoft claiming that the transactions contemplated hereby or by the Merger Agreement violate the terms of the QUIPS; provided that for purposes hereof, in the event that AT&T is required to repay the QUIPS as a result of such Action, the indemnified Liability hereunder in respect of such repayment shall be reduced by the amount of the QUIPS Fair Market Value plus any accrued interest on the QUIPS since the date as of which the QUIPS Fair Market Value was determined (any such Action, a “Microsoft QUIPS Claim”a). Notwithstanding the foregoing, AT&T Broadband shall have no obligation to indemnify, defend and hold harmless any AT&T Indemnitee from and against any Liabilities arising out of any breach by At Home or any of its Subsidiaries of any At Home Contract.