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) (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) From and after the Closing, subject to the provisions of this Article X, GE shall indemnify, defend and hold harmless the Buyer and its Affiliates (including, following the Closing, Altair U.S.) and their respective representatives and agents (collectively, the “Buyer Indemnified Parties”) against, and reimburse any Buyer Indemnified Party for, all Losses, whether or not involving a Third Party Claim, that such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
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:
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. 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:
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:
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) (i) From and after the Closing, GE shall indemnify, defend and hold harmless, without duplication, the Newco Indemnified Parties and 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, (A) as a result of a breach of the representations or warranties set forth in Section 2(i), 2(l), 2(n) or 2(o), (B) as a result of the breach of any covenant contained herein, or (C) in connection with the contest, assertion or imposition of (v) Taxes, other than Operating Taxes, in respect of the NBCU Entities or the NBCU Assets for a Pre-Closing Tax Period,
