Indemnification by GE. GE 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) except for any third party Intellectual Property covered by Section 7.04, GE’s or its Affiliates’ breach of this Agreement or (ii) the performance, rendering, offering to perform or render, sale, offering for sale, development, promotion or other disposition of products or services by GE or any of its Affiliates of products and services using or based on the Company Intellectual Property licensed hereunder (including products liability claims) or other Use of the Company Intellectual Property.
Indemnification by GE. (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, GE shall indemnify, defend and hold harmless Newco, its Subsidiaries, their respective successors and assigns and their respective directors, officers and employees (collectively, the “Newco Indemnified Parties”) and Comcast, its Affiliates, their respective successors and assigns and their respective directors, officers and employees (collectively, the “Comcast Indemnified Parties”) against, and reimburse any Newco Indemnified Party or Comcast Indemnified Party for, all Losses that such Newco Indemnified Party or Comcast Indemnified Party may suffer or incur, or become subject to, as a result of:
(i) the failure of any representations or warranties made by GE or NBCU in this Agreement to be true and correct on and as of the date hereof or on and as of the Closing Date as though made on the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), determined without regard to any qualification or exception contained therein relating to “materiality”, including the words “material” and “Material Adverse Effect” (other than in the phrase “materially impair or delay” or in any such qualification or exception contained in the Designated NBCU Representations);
(ii) any breach or failure by GE or, at or prior to the Closing, NBCU to perform any of its covenants or obligations contained in this Agreement; or
(iii) any Excluded NBCU Liability. For the avoidance of doubt, it is understood that the foregoing indemnification with respect to the Comcast Indemnified Parties is intended to indemnify the Comcast Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify the Comcast Indemnified Parties with respect to Losses suffered by Newco or that they may suffer or incur solely by virtue of their direct or indirect equity ownership in a Newco Indemnified Party.
Indemnification by GE. (1) Subject to receipt of, and except for, the tax sharing payments required to be made to GE under Section 5, GE will indemnify and hold harmless on an After-Tax Basis the Genworth Companies, and each other Affiliate of Genworth, from and against, and reimburse each such Person for, any Liabilities with respect to (i) GE Consolidated Taxes for all Taxable Years (whether ending before, on, or after the Closing Date), including any such Liabilities with respect to any liability for such GE Consolidated Taxes pursuant to Treas. Reg. § 1.1502-6, (ii) GE Combined Taxes for all Taxable Years (whether ending before, on, or after the Closing Date), including any such Liabilities with respect to any liability for GE Combined Taxes pursuant to any provision comparable to Treas. Reg. § 1.1502-6, (iii) Transaction Taxes, (iv) any interest or Tax penalties incurred by a Genworth Company as a result of, or in connection with, taking a Tax position that such Genworth Company is required to take pursuant to this Agreement (but any such interest will be indemnified under this Section 3 only to the extent that it does not duplicate interest otherwise paid by GE to Genworth under other provisions hereof), and (v) any Brookfield Taxes.
(i) For purposes of the definition of Transaction Taxes in Section 1(ttt), the amount of Taxes incurred by any Genworth Company that result from the Transactions that occur in any Taxable Year will be equal to (A) the actual Tax liability of such Genworth Company for such Taxable Year, reduced by (B) the Tax liability of such Genworth Company for such Taxable Year determined as if none of such Transactions had occurred.
(ii) For purposes of Section 3(a)(2)(i), (A) in the case of any Tax governed by Section 5 of this Agreement, the GECA Tax Allocation Agreement, the GEFAHI Tax Allocation Agreement, or the GECC Tax Allocation Agreement, the Tax liability of any Genworth Company that is a member of the GECA Affiliated Group (except as provided in Section 3(a)(2)(ii)(C)) will be deemed to be equal to the liability allocated to such Genworth Company pursuant to the GECA Tax Allocation Agreement, the Tax liability of any Genworth Company that is a party to the GEFAHI Tax Allocation Agreement will be deemed to be equal to the liability allocated to such Genworth Company pursuant to the GEFAHI Tax Allocation Agreement, the Tax liability of any Genworth Company that is a party to the GECC Tax Allocation Agreement will be deemed to be equal to the liabi...
Indemnification by GE. (a) GE shall indemnify and hold harmless on an After-Tax Basis the Acquiror, the Company and each other Affiliate of the Acquiror from and against, and reimburse each such Person for, any Losses with respect to (i) United States federal income Taxes of the Company for all taxable periods ending on or before the Closing Date (except for any Losses as may result from any action outside the ordinary course of business taken with respect to the Company, or its respective assets or businesses, on the Closing Date but after the Closing, and (ii) United States federal income Taxes of any member of the GE Affiliated Group for any period during which the Company was a member of such group, including United States federal income Taxes imposed pursuant to Treasury Regulations section 1.1502-6 (except for any Losses as may result from (A) any action outside the ordinary course of business taken with respect to the Company, or its respective assets or businesses, on the Closing Date but after the Closing. For purposes of this Agreement, “After-Tax Basis” means that, in determining the amount of the payment necessary to indemnify any party against, or reimburse any party for, Losses, the amount of such Losses shall be determined net of any reduction in Tax derived by the Indemnified Party as the result of sustaining such Losses, and the amount of such indemnification payment shall be increased (i.e., “grossed up”) by the amount necessary to satisfy any income or franchise Tax liabilities incurred by the Indemnified Party as a result of its receipt, or right to receive, such indemnification payment (as so increased), so that the Indemnified Party is put in the same net after-Tax economic position as if it had not incurred such Losses.
Indemnification by GE. From and after the Closing Date, GE will indemnify and defend Newco and its Subsidiaries (including Newco LLC) and their respective successors and assigns (the “BHI Indemnified Persons”) from and against any and all Damages incurred or suffered by any BHI Indemnified Person arising out of, in connection with or relating to all Liabilities of GE and its Affiliates other than the Assumed Liabilities but including the Excluded Liabilities.
Indemnification by GE. (a) From and after the Closing, subject to Sections 10.01(c), 10.03, 10.05 and 11.01, GE shall indemnify, defend and hold harmless the Acquiror, its Affiliates, the Business Subsidiaries and its Representatives (collectively, the “Acquiror Indemnified Parties”) against, and reimburse any Acquiror Indemnified Party for, all Losses that such Acquiror Indemnified Party may suffer or incur, or become subject to (including, for the avoidance of doubt (but subject to Sections 10.03, 10.05 and 11.01), any Losses an Acquiror Indemnified Party may suffer in connection with or resulting from the sale of Assets, Shares or the Business to the extent the underlying cause of such Loss is then indemnifiable pursuant to this Agreement), as a result of:
(i) the failure of any representations or warranties made by GE in this Agreement to be true and correct on and as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date);
(ii) any breach or failure by GE to perform, or cause to be performed, any of its covenants or obligations contained in this Agreement;
(iii) any Excluded Liability (including the failure of the Asset Sellers to perform or in due course pay and discharge any Excluded Liability);
(iv) any Action, claim, or dispute between Bayer or Toshiba, on the one hand, and GE and any of its Affiliates, on the other hand, arising out of, resulting from, or in connection with the relationships of such parties in connection with the Joint Ventures prior to the Closing Date;
(v) any fines or penalties imposed by Governmental Authorities as a result of noncompliance with or violations of Environmental Laws or Environmental Permits at or prior to the Closing Date provided that the claim for such Loss is brought within three years following the Closing Date;
(vi) any Liability arising under Title IV or Section 302 of ERISA or Sections 412 or 4971 of the Code or similar foreign laws, in each case, which is not a Liability that arose under an Assumed Employee Plan;
(vii) any claim brought within three years following the Closing Date for actual breach or failure by GE to perform, or cause to be performed, a specific requirement of the Preliminary Investigative Plan for Landfill No. 3 at the Waterford, New York facility (VDR Document No. 11.3.1.9.19) that was submitted to the New York State Department of Conservation (NYSDEC) on June 2, 2...
Indemnification by GE. GE agrees to defend, indemnify and hold Telocity harmless from and against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or proceeding brought by a third party arising out of: (i) GE's or any Telecommuter's gross negligence or willful misconduct in the performance of obligations under this Agreement; (ii) GE's misrepresentations to any User regarding the Telocity Services or Residential Gateway; (iii) GE's or any Telecommuter's use of the DSL Services, Residential Gateways, and/or Telocity Equipment inconsistent with applicable law or regulation or this Agreement; or (iv) for injuries or deaths of persons or loss of or damage to property arising out of the negligence or willful misconduct of GE in connection with GE's performance of this Agreement, except to the extent caused by or contributed to by Telocity or any other third party not under the control of GE.
Indemnification by GE. (a) Subject to the provisions of this Article 10, after the Closing, GE shall, or shall cause NBC Holding to, indemnify and hold harmless, without duplication, each of USH3 and Vivendi and each of their respective Affiliates, and, if applicable, their respective directors, officers, agents, advisors, representatives, employees, successors and assigns from and against any Loss or Losses resulting from or arising out of or relating to any of the following:
(i) any breach of the representations or warranties (which, for purposes of this Article 10, shall each be read without reference to NBC Material Adverse Effect, materiality or any similar materiality qualifier (other than as to the listing of NBC Material Contracts under Section 6.13(a)) made by GE and NBC Holding in this Agreement (other than Section 6.16) or deemed made pursuant to Section 8.3(a);
(ii) any breach by GE or NBC Holding of their respective covenants and agreements set forth in this Agreement (other than with respect to Taxes);
(iii) (A) the ownership of (1) the business and assets of the entities listed on Schedule 1.1(e) and (2) the business and assets to be transferred pursuant to paragraph 2 of Schedule 2.1, in each case both prior to and after the NBC Restructuring, and (B) the NBC Restructuring;
(iv) any indemnification obligation of Vivendi arising under Section 7.01(a)(ii) of the VUE Transaction Agreement which is attributable to or caused by any failure by the Company or its controlled Affiliates described in such Section, but only to the extent that such failure occurred after the Closing and is not attributable to any action or failure to act by Vivendi or its Affiliates and is not an action which gives rise to an indemnification obligation of Vivendi under Section 4.3 of the IACI Matters Agreement.
(v) (A) any indemnification obligation of Vivendi arising under Section 7.01(a)(iv) of the VUE Transaction Agreement, but only to the extent that the "Excluded Liability" (as defined in Annex A to the VUE Transaction Agreement) is a Liability of the Company Business acquired by NBC hereunder; 122
Indemnification by GE. (a) Subject to the terms and conditions of this Article X and Section 11.01, GE shall indemnify, defend and hold harmless the Acquiror and its Affiliates and Representatives (collectively, the “Acquiror Indemnified Parties”) against, and reimburse any Acquiror Indemnified Party for, all Losses that such Acquiror Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
(i) the inaccuracy or breach of any representations or warranties made by GE in this Agreement, or in the certificate to be delivered by GE at Closing pursuant to Section 8.02(a), to the extent such representations or warranties survive the Closing;
(ii) any breach or failure by GE to perform any of its covenants or obligations contained in this Agreement; or
(iii) any Excluded Liability (including the failure of the Sellers to perform or in due course pay and discharge any Excluded Liability)
(iv) except as otherwise provided in this Agreement (including with respect to any claim for which Acquiror is obligated to indemnify the GE Indemnified Parties under Section 10.02 hereof), any claim or cause of action by any Person or Governmental Authority arising as a result of events occurring or conditions existing before or on the Closing Date against any Acquiror Indemnified Party with respect to the Business, the Business Subsidiaries, the Transferred Assets or the operations of the Business Subsidiaries.
Indemnification by GE. From and after the Closing, and subject to the provisions of this Article 9, GE shall indemnify, defend and hold harmless (x) NBCUniversal, its Subsidiaries, their respective successors and assigns and their respective directors, officers and employees (collectively, the “NBCUniversal Indemnified Parties”), (y) HoldCo, its successors and assigns and their respective directors, officers and employees (collectively, the “HoldCo Indemnified Parties”) and (z) Comcast, 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 (each, a “Comcast Indemnified Party”) against, and reimburse any NBCUniversal Indemnified Party, HoldCo Indemnified Party or Comcast Indemnified Party for, all Losses that such NBCUniversal Indemnified Party, HoldCo Indemnified Party or Comcast Indemnified Party may suffer or incur, or become subject to, as a result of:
(a) the failure of any representations or warranties made by GE, NBCH or HoldCo in this Agreement to be true and correct on and as of the date