Common use of Indemnification by AT&T Clause in Contracts

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. From and after Except as provided in Section 5.04, following the ClosingDistribution Date, AT&T will indemnify shall indemnify, defend and hold harmless AT&T Broadband, each member of the Company AT&T Broadband Group and its Affiliateseach of their respective directors, officers and employees, and its and their respective shareholderseach of the heirs, officers, directors, partners, employees, agentsexecutors, successors and assigns and any Person claiming by or through of any of themthe foregoing (collectively, as the case may be“AT&T Broadband Indemnitees”), from and against any and all Losses incurred by such indemnified parties and arising out ofLiabilities (or in the case of subsection (d), relating to or resulting from (a) any breach 50% of any representation or warranty made by any and all Liabilities) of the AT&T Parties orBroadband Indemnitees relating to, 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 of the following items (without duplication): (a) the failure of AT&T or inaction on or prior to the Closing involving the Company, any entity that is or was, on or prior to the Closing, a other member of the Company's ERISA GroupAT&T Communications Group or any other Person to pay, perform or otherwise promptly discharge any AT&T Communications Liabilities, or AT&T Communications Contract, in accordance with their respective terms, whether prior to or after the predecessors Distribution Date or the date hereof; (b) the AT&T Communications Business, any AT&T Communications Asset or any AT&T Communications Contract (except to the extent such Liabilities arise out of any of them, including, without limitation Losses incurred breach 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 AT&T or any of its Subsidiaries prior to the Distribution Date of any AT&T Communications Contract entered into in connection with the separation, divestiture or Affiliates termination of LMC and its Subsidiaries); (c) any breach by AT&T or (ii) arising on any member of the AT&T Communications Group of this Agreement or after Closing with respect to service on or after any of the Closing under any benefit plans maintained or sponsored by such entitiesother Ancillary Agreements; or and (d) any failure untrue statement or alleged untrue statement of a Permitted AT&T Transferee material fact or omission or alleged omission to comply state a material fact required to be stated therein or necessary to make the statements therein not misleading, with its obligations under respect to all information contained in any Transaction Agreement Registration Statement (any Action relating to the matters set forth in this Section 5.02(d) or any Applicable Agreements (assumingSection 5.03(d), for purposes of this indemnity, that each Permitted AT&T Transferee assumed all obligations of the transferor hereunder and thereundera “Registration Statement Claim”).

Indemnification by AT&T. From and after Except as provided in Section 5.04, following the ClosingDistribution Date, AT&T will indemnify shall indemnify, defend and hold harmless AT&T Broadband, each member of the Company AT&T Broadband Group and its Affiliateseach of their respective directors, officers and employees, and its and their respective shareholderseach of the heirs, officers, directors, partners, employees, agentsexecutors, successors and assigns and any Person claiming by or through of any of themthe foregoing (collectively, as the case may be"AT&T BROADBAND INDEMNITEES"), from and against any and all Losses incurred by such indemnified parties and arising out ofLiabilities (or in the case of subsection (d), relating to or resulting from (a) any breach 50% of any representation or warranty made by any and all Liabilities) of the AT&T Parties orBroadband Indemnitees relating to, 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 of the following items (without duplication): (a) the failure of AT&T or inaction on or prior to the Closing involving the Company, any entity that is or was, on or prior to the Closing, a other member of the Company's ERISA GroupAT&T Communications Group or any other Person to pay, perform or otherwise promptly discharge any AT&T Communications Liabilities, or AT&T Communications Contract, in accordance with their respective terms, whether prior to or after the predecessors Distribution Date or the date hereof; (b) the AT&T Communications Business, any AT&T Communications Asset or any AT&T Communications Contract (except to the extent such Liabilities arise out of any of them, including, without limitation Losses incurred breach 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 AT&T or any of its Subsidiaries prior to the Distribution Date of any AT&T Communications Contract entered into in connection with the separation, divestiture or Affiliates termination of LMC and its Subsidiaries); (c) any breach by AT&T or (ii) arising on any member of the AT&T Communications Group of this Agreement or after Closing with respect to service on or after any of the Closing under any benefit plans maintained or sponsored by such entitiesother Ancillary Agreements; or and (d) any failure untrue statement or alleged untrue statement of a Permitted AT&T Transferee material fact or omission or alleged omission to comply state a material fact required to be stated therein or necessary to make the statements therein not misleading, with its obligations under respect to all information contained in any Transaction Agreement Registration Statement (any Action relating to the matters set forth in this Section 5.02(d) or any Applicable Agreements (assumingSection 5.03(d), for purposes of this indemnity, that each Permitted AT&T Transferee assumed all obligations of the transferor hereunder and thereundera "REGISTRATION STATEMENT CLAIM").

Indemnification by AT&T. From and after Except as provided in Section 5.04, following the ClosingDistribution Date, AT&T will indemnify shall indemnify, defend and hold harmless AT&T Broadband, each member of the Company AT&T Broadband Group, AT&T Comcast (but only in respect of subsections (d) and its Affiliates(e)) and each of their respective directors, officers and employees, and its and their respective shareholderseach of the heirs, officers, directors, partners, employees, agentsexecutors, successors and assigns and any Person claiming by or through of any of themthe foregoing (collectively, as the case may be"AT&T Broadband Indemnitees"), from and against any and all Losses incurred by such indemnified parties and arising out ofLiabilities (or in the case of subsection (d), relating to or resulting from (a) any breach 50% of any representation or warranty made by any and all Liabilities) of the AT&T Parties orBroadband Indemnitees relating to, 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 of the following items (without duplication): (a) the failure of AT&T or inaction on or prior to the Closing involving the Company, any entity that is or was, on or prior to the Closing, a other member of the Company's ERISA GroupAT&T Communications Group or any other Person to pay, perform or otherwise promptly discharge any AT&T Communications Liabilities, or AT&T Communications Contract, in accordance with their respective terms, whether prior to or after the predecessors Distribution Date or the date hereof; (b) the AT&T Communications Business, any AT&T Communications Asset or any AT&T Communications Contract (except to the extent such Liabilities arise out of any of them, including, without limitation Losses incurred breach 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 AT&T or any of its Subsidiaries prior to the Distribution Date of any AT&T Communications Contract entered into in connection with the separation, divestiture or Affiliates termination of LMC and its Subsidiaries); (c) any breach by AT&T or (ii) arising on any member of the AT&T Communications Group of this Agreement or after Closing with respect to service on or after any of the Closing under any benefit plans maintained or sponsored by such entities; or other Ancillary Agreements; (d) any failure untrue statement or alleged untrue statement of a Permitted 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 Transferee 2002 annual meeting proposal other than the AT&T proposal to comply with its obligations under any Transaction approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement or any Applicable Agreements (assuming, for purposes of this indemnity, that each Permitted AT&T Transferee assumed all obligations the proposal in respect of the transferor hereunder AT&T Parent Charter Approval (as defined in the Merger Agreement) (any Action relating to the matters set forth in this Section 5.02(d) or Section 5.03(d), a "Registration Statement Claim"); and (e) 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 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 thereunderadopt 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).

Indemnification by AT&T. From and after the ClosingExcept as provided in Section 7.04, AT&T will indemnify shall indemnify, defend and hold harmless each member of the Company Group and its Affiliates, each of their Affiliates and its each member of the Company Group’s and their respective shareholdersAffiliates’ respective directors, officers, directorsemployees and agents, partnersand each of the heirs, employees, agentsexecutors, successors and assigns and any Person claiming by or through of any of themthe foregoing (collectively, as the case may be“Company Indemnitees”), from and against any and all Losses incurred by such indemnified parties and of the Company Indemnitees relating to, arising out of, relating to of or resulting from any of the following items (without duplication and including any Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien): (a) any breach Liabilities relating to, arising out of or resulting from 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 (i) contained in any Disclosure Document with respect to the IPO provided by AT&T specifically for inclusion therein to the extent such information pertains to (x) AT&T and the AT&T Group or (y) the AT&T Business and (ii) provided by AT&T to the Company specifically for inclusion in the Company’s annual or quarterly reports following the IPO to the extent (A) such information pertains to (x) AT&T and the AT&T Group or (y) the AT&T Business or (B) the Company has provided prior written notice to AT&T that such information will be included in one or more annual or quarterly reports, specifying how such information will be presented, and the information is included in such annual or quarterly reports, provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any representation member of the Company Group, including as a result of any misstatement or warranty made omission of any information by any member of the AT&T Parties or, following consummation of the Company Group to 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 by AT&T or any Person in the AT&T Group of this Agreement or any covenantAncillary Agreement, agreement or obligation of unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case, any such indemnification claims may be made thereunder; (c) all Excluded Liabilities; and (d) in the event that Sky Serviços de Banda Larga Ltda., a subsidiary of the AT&T Parties orCompany, following consummation were to be legally obligated to convert its existing “xxxx in advance” customers model to a “xxxx in arrears” model, any Losses relating to, arising out of or resulting from such migration to the AT&T-Comcast Merger“xxxx in arrears” model, the Comcast Parties contained provided that, notwithstanding any contrary provision in this Agreement; (c, the maximum aggregate amount of Losses that AT&T shall be liable for in this Section 7.03(d) 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. 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 ’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 Table of Contents of an ERISA Group (collectively, "EMPLOYEE CLAIMS"“Employee Claims”); PROVIDEDprovided, HOWEVERhowever, 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. From and after (a) Following the ClosingClosing until the applicable survival dates provided in Section 8.1, AT&T will indemnify shall indemnify, defend and hold harmless the Company and Buyer, its Affiliates, and its Affiliates and their respective shareholders, officers, directors, partners, employees, agents, successors and assigns permitted assigns, in their capacity as such (each a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”) for, from, against and any Person claiming by or through any in respect of them, as the case may be, from and against any and all Losses whether or not involving a Third Party Claim incurred by such indemnified parties and or suffered as the result of, arising out ofof or relating to, relating to directly or resulting from indirectly: (ai) 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 representation or warranty made by AT&T Representation (without giving effect to any of the AT&T Parties or“materiality” qualifiers, 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 including “Seller Material Adverse Effect,” contained therein relating (other than with respect to references to materiality or Company Material Adverse Effect or any similar standard other than those contained qualifications in Section 3.7; 4.2(d)); (bii) any breach or violation by AT&T of any covenant, agreement or obligation of any of AT&T to be performed after the AT&T Parties or, following consummation of the AT&T-Comcast Merger, the Comcast Parties contained Closing set forth in this Agreement, any Ancillary Agreement or any certificate delivered by AT&T in connection herewith; (iii) Pre-Closing Taxes; (iv) Special Taxes; (v) any Fraud committed by AT&T or its Affiliates or its Representatives in connection with this Agreement or the Transactions; or (vi) the Excluded Assets and Excluded Liabilities. (b) AT&T shall not have any liability in respect of Losses of the type described in Section 8.2(a) (other than any Losses with respect to Taxes described in clause (ii) of the definition of Pre-Closing Taxes) to the extent that the aggregate amount of such Losses exceeds the amount of the Purchase Price actually received by AT&T. (c) without duplication The provisions of Exhibit C are hereby incorporated by reference. To the extent any indemnification claims or rights arising out provision in this Article VIII is inconsistent with any provision in Exhibit C, the provisions 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 Exhibit C 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)govern.

Indemnification by AT&T. From and after the Closing, AT&T will shall indemnify and hold harmless the Company TeleCorp ----------------------- and its Affiliates, and its and their respective the shareholders, members, managers, officers, directors, partners, employees, agents, successors and assigns and any Person claiming by or through agents and/or the legal representatives of any of themthem (each, a "TeleCorp Indemnified Party"), against all liabilities and expenses (collectively, "Losses") incurred by any TeleCorp Indemnified Party (including, without limitation, amounts paid in satisfaction of judgments, in compromise, as the case may befines and penalties, from and against any as counsel fees and all Losses incurred in connection with the investigation, defense, or disposition of any action, suit or other proceeding in which any TeleCorp Indemnified Party may be involved or with which any TeleCorp Indemnified Party may be threatened (whether arising out of or relating to matters asserted by third parties against a TeleCorp Indemnified Party or incurred or sustained by such indemnified parties and arising party in the absence of a third-party claim)), that arise out of, relating to of or resulting result 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 contained 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 being untrue (other than those contained in Section 3.7; 4.8), (b) any breach default by AT&T or any of any covenantits Affiliates in the performance of their respective obligations under this Agreement, agreement (c) the ownership or obligation operation of any of the AT&T Parties or, following consummation Owned Assets and the conduct 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 's business prior to the Closing involving Date or (d) the Company, any entity that is ownership or was, on or prior to the Closing, a member of the Company's ERISA Group, or the predecessors operation of any of themthe TeleCorp Assets and the conduct of AT&T's business after the Closing Date, including, without limitation Losses incurred by reason of the Company having been, at any time on or prior except to the Closingextent (but only to the extent) that any such Losses arise out of or result from the gross negligence or willful misconduct of such TeleCorp Indemnified Party or its Affiliates, a member of an ERISA Group (collectivelyprovided, "EMPLOYEE CLAIMS"); PROVIDED, HOWEVERhowever, that Employee Claims shall not include the -------- ------- aggregate liability of AT&T to indemnify TeleCorp Indemnified Parties against Losses arising out of or resulting from (x) any claims representation or rights warranty of AT&T contained in this Agreement being untrue (iother than Section 4.8), or (y) solely in connection with employment or termination thereof of any individual hired upon or following Closing default by AOLTW AT&T or any of its Subsidiaries or Affiliates or in the performance of their respective obligations under this Agreement shall (ii) arising on or after Closing with respect except, in the case of clause (y), to service on or after the Closing under any benefit plans maintained or sponsored by such entities; or extent (dbut only to the extent) any failure such Losses arise out of a Permitted AT&T Transferee or result from the gross negligence or willful misconduct of AT&T) be limited 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)$100 Million Dollars.

Indemnification by AT&T. From and after the Closing, AT&T will shall indemnify and hold harmless the Company TeleCorp and its Affiliates, and its and their respective the shareholders, members, managers, officers, directors, partners, employees, agents, successors and assigns and any Person claiming by or through agents and/or the legal representatives of any of themthem (each, a "TELECORP INDEMNIFIED PARTY"), against all liabilities and expenses (collectively, "LOSSES") incurred by any TeleCorp Indemnified Party (including, without limitation, amounts paid in satisfaction of judgments, in compromise, as the case may befines and penalties, from and against any as counsel fees and all Losses incurred in connection with the investigation, defense, or disposition of any action, suit or other proceeding in which any TeleCorp Indemnified Party may be involved or with which any TeleCorp Indemnified Party may be threatened (whether arising out of or relating to matters asserted by third parties against a TeleCorp Indemnified Party or incurred or sustained by such indemnified parties and arising party in the absence of a third-party claim)), that arise out of, relating to of or resulting result 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 contained 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 being untrue (other than those contained in Section 3.7; 4.8), (b) any breach default by AT&T or any of any covenantits Affiliates in the performance of their respective obligations under this Agreement, agreement (c) the ownership or obligation operation of any of the AT&T Parties or, following consummation Owned Assets and the conduct 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 's business prior to the Closing involving Date or (d) the Company, any entity that is ownership or was, on or prior to the Closing, a member of the Company's ERISA Group, or the predecessors operation of any of themthe TeleCorp Assets and the conduct of AT&T's business after the Closing Date, including, without limitation Losses incurred by reason of the Company having been, at any time on or prior except to the Closingextent (but only to the extent) that any such Losses arise out of or result from the gross negligence or willful misconduct of such TeleCorp Indemnified Party or its Affiliates, a member of an ERISA Group (collectively, "EMPLOYEE CLAIMS"); PROVIDED, HOWEVER, that Employee Claims shall not include the aggregate liability of AT&T to indemnify TeleCorp Indemnified Parties against Losses arising out of or resulting from (x) any claims representation or rights warranty of AT&T contained in this Agreement being untrue (iother than Section 4.8), or (y) solely in connection with employment or termination thereof of any individual hired upon or following Closing default by AOLTW AT&T or any of its Subsidiaries or Affiliates or in the performance of their respective obligations under this Agreement shall (ii) arising on or after Closing with respect except, in the case of clause (y), to service on or after the Closing under any benefit plans maintained or sponsored by such entities; or extent (dbut only to the extent) any failure such Losses arise out of a Permitted AT&T Transferee or result from the gross negligence or willful misconduct of AT&T) be limited 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)$100 Million Dollars.