Indemnification by Comcast. Comcast agrees to indemnify and hold BTH and its respective subsidiaries and Affiliates and individuals serving as officers, directors, partners, stockholders or employees thereof (individually a "BTH Indemnified Party" and collectively the "BTH Indemnified Parties") harmless from and against any Losses which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
Indemnification by Comcast. Comcast shall fully indemnify and hold harmless Company and its Subsidiaries and their respective directors, officers, employees and agents (collectively, “Company Indemnified Parties”) from and against any and all Damages incurred by any such Company Indemnified Party based on any third party claim arising out of or relating to (i) Comcast’s or its Subsidiaries’ breach of this Agreement, (ii) any rejection by Comcast or any of its Subsidiaries of a Third Party License under Section 2.03, and (iii) the performance, rendering, offering to perform or render, sale, offering for sale, development, promotion or other disposition of products or services by Comcast or any of its Subsidiaries of products and services using or based on the Company Licensed Intellectual Property (including products liability claims).
Indemnification by Comcast. 31 Section 11.4. Limitation on Indemnification by Comcast.............32 Section 11.5. Notice: Defense of Claims............................32 Section 11.6.
Indemnification by Comcast. (a) From and after the Closing, and subject to Section 11.04, Section 11.08, Section 11.09, Section 11.10 and Section 12.01, Comcast shall indemnify, defend and hold harmless GE and its Affiliates, their respective successors and assigns and their respective directors, officers and employees (collectively, the “GE Indemnified Parties”) and the Newco Indemnified Parties against, and reimburse any GE Indemnified Party or Newco Indemnified Party for, all Losses that such GE Indemnified Party or Newco Indemnified Party may suffer or incur, or become subject to, as a result of:
Indemnification by Comcast. (a) From and after the Closing, and subject to the provisions of this Article 9, Comcast shall indemnify, defend and hold harmless (x) the NBCUniversal Indemnified Parties, (y) the HoldCo Indemnified Parties and (z) GE and its Affiliates (excluding, for the avoidance of doubt, the NBCUniversal Indemnified Parties and the HoldCo Indemnified Parties), their respective successors and assigns and their respective directors, officers and employees (collectively, the “GE Indemnified Parties”) against, and reimburse any GE Indemnified Party, NBCUniversal Indemnified Party or HoldCo Indemnified Party for, all Losses that such GE Indemnified Party, NBCUniversal Indemnified Party or HoldCo Indemnified Party may suffer or incur, or become subject to, as a result of:
Indemnification by Comcast. (a) From and after the Closing, Comcast shall indemnify, defend and hold harmless, without duplication, the Newco Indemnified Parties and the GE Indemnified Parties against, and reimburse any Newco Indemnified Party or GE Indemnified Party for, all Losses that such Newco Indemnified Party or GE Indemnified Party may suffer or incur, or become subject to, (i) as a result of a breach the representations or warranties set forth in Section 3(i), 3(l) or 3(n), (ii) as a result of the breach of any covenant contained herein, or (iii) in connection with the contest, assertion or imposition of (A) Taxes, other than Operating Taxes, in respect of the Contributed Comcast Subsidiaries or the Comcast Assets for a Pre-Closing Tax-Period, (B) any Taxes of a Contributed Comcast Subsidiary described in clause (ii) of the definition of “Tax” for a Pre-Closing Tax Period or any Taxable Year of Comcast or any of its Affiliates which includes the Closing Date, (C) any Taxes of a Contributed Comcast Subsidiary described in clause (iii) of the definition of “Tax” for a Pre-Closing Tax Period, (D) any Taxes (including Transfer Taxes) attributable to the Comcast Restructuring described in Section 6.14 of the Comcast Disclosure Letter, or (E) Taxes arising out of the Contributed Comcast Subsidiaries or Comcast Assets that do not relate to the Comcast Contributed Businesses.
Indemnification by Comcast. 78 Section 8.03. Procedure for Certain Indemnified Claims.......................79 Section 8.04. Determination of Indemnification Amounts and Related Matters...80
Indemnification by Comcast. From and after Closing, the Comcast Entities (other than the Comcast LLCs), jointly and severally, will indemnify and hold harmless Adelphia, its Affiliates (including, after the Closing, the Comcast LLCs), officers and directors, employees, agents and representatives, 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:
Indemnification by Comcast. (a) Comcast will indemnify Rainbow, its Affiliates and their respective officers and directors (the “Rainbow Indemnified Parties”) against any Damages suffered by any of them as a result of a Warranty Breach by Comcast or breach of covenant or agreement made or to be performed by Comcast pursuant to this Agreement (it being understood and agreed that covenants and agreements shall survive the Closing indefinitely). Comcast’s obligation to indemnify the Rainbow Indemnified Parties as provided in this Article VII shall be subject to the following limitations:
Indemnification by Comcast. From and after the Closing, Comcast will indemnify, defend and hold harmless Insight and its 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 Comcast in this Agreement or any Transaction Document; (b) any breach of any covenant, agreement or obligation of Comcast contained in this Agreement or any Transaction Document; (c) any claim, action, suit or proceeding by any Third Party arising out of or resulting from any act or omission of Comcast with respect to, or any event or circumstance related to, the ownership or operation of the Acquired Assets or the operation and conduct of the Telephony 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 4.12, to the extent not assumed pursuant to Section 2.3; (d) any Excluded Liability; and (e) any Liability after Closing arising out of any claim by Comcast, or any of their officers, directors, members, partners, employees, agents, independent contractors or Affiliates against Comcast Phone Kentucky and Comcast Phone Indiana for matters attributable to the period prior to the Closing, except for any Assumed Liability. In the event that an indemnification claim arises under both clause (a) and one or more of the clauses (b) through (e) of this Section, Insight’s rights to pursue its claim under clauses (b) through (e) as applicable will exist notwithstanding the expiration of the survival period applicable to such claim under clause (a).
