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) Subject to Sections 10.1(b), 10.3, 10.5 and 10.8, from and after the applicable Closing, GE shall indemnify, defend and hold harmless Acquiror and its Affiliates and Representatives (collectively, the “Acquiror Indemnified Parties”) against, and reimburse any Acquiror Indemnified Party for:
(i) 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 any breach as of the applicable Closing of Section 5.1, 5.2, 5.5 or 5.6;
(ii) 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 the breach of any covenant or agreement of GE in this Agreement to the extent such breach relates to obligations to be performed following the Initial Closing (with respect to the Non-U.S. Polaris Companies) or Final Closing and any 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 the breach of Section 7.8(b);
(iii) any broker, finder or financial advisor fee payable by GE or any of its Affiliates in connection with the transactions contemplated by this Agreement;
(iv) any Excluded Liabilities;
(v) the amount of all monetary penalties, fines, assessments and other similar monetary sanctions that arise from the matters set forth in Section 10.1(a)(v) of the GE Disclosure Letter, and are mandated by, or agreed to with, and payable to, the applicable Governmental Authority identified in Section 10.1(a)(v) of the GE Disclosure Letter;
(vi) all Losses under any Contract providing for the indemnification by any Polaris Company of any purchaser in connection with any acquisition by such purchaser (from a Polaris Company) prior to the Initial Closing (by merger, consolidation, acquisition of stock or assets or otherwise) of any former business of the Polaris Companies; provided that such indemnification (other than with respect to any Tax indemnification) shall not apply (x) except to the extent such Losses exceed $1,000,000 in the aggregate and (y) to the sale of ERC Life Reinsurance Corporation to an Affiliate of the Scottish Re Group;
(vii) 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 the claim described on Section 10.1(a)(vii) of the GE Disclosure Letter;
(viii) all Losses that such Acquiror Indemnified Party may at any time suffer or i...
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) (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.
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, GXXX, and each of their Subsidiaries for all taxable periods ending on or before the Closing Date (except for any Losses as may result from (A) any action outside the ordinary course of business taken with respect to the Company, GXXX, or any of their Subsidiaries, or their respective assets or businesses, on the Closing Date but after the Closing, or (B) with respect to Losses not in excess of $250,000 in the aggregate, any action taken to facilitate use of recapitalization accounting with respect to Acquiror’s purchase of stock of the Company, other than (in either case) such Losses arising as a result of the parties’ election under Section 338(h)(10) of the Code), and (ii) United States federal income Taxes of any member of the GE Affiliated Group for any period during which the Company or any of its Subsidiaries was a member of such group, including United States federal income Taxes imposed pursuant to Treasury Regulations section 1.1502-6 (except for
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
