Common use of Indemnification by GE Clause in Contracts

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. (a) From and after the Closing, and subject to Section 11.04, Section 11.08, Section 11.09, Section 11.10 and Section 12.01the provisions of this Article 9, GE shall indemnify, defend and hold harmless Newco(x) NBCUniversal, its Subsidiaries, their respective successors and assigns and their respective directors, officers and employees (collectively, the “Newco NBCUniversal Indemnified Parties”), (y) and ComcastHoldCo, its Affiliates, their respective 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 PartiesParty”) against, and reimburse any Newco NBCUniversal Indemnified Party, HoldCo Indemnified Party or Comcast Indemnified Party for, all Losses that such Newco NBCUniversal Indemnified Party, HoldCo Indemnified Party or Comcast Indemnified Party may suffer or incur, or become subject to, as a result of: (ia) the failure of any representations or warranties made by GE GE, NBCH or NBCU HoldCo 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); (iib) any breach or failure by GE orGE, at NBCH or prior to the Closing, NBCU HoldCo to perform any of its covenants or obligations contained in this Agreement; or (iiic) any Excluded NBCU Liability. For Liabilities of HoldCo (other than Released Obligations) attributable to any events, actions or omissions occurring prior to the avoidance HoldCo Acquisition (other than (i) Liabilities of doubtNBCUniversal for which HoldCo is liable in its capacity as an equityholder of NBCUniversal and (ii) any Third Party Financing Liabilities; provided, it is understood that GE shall not be obligated to indemnify the foregoing indemnification with respect to NBCUniversal Indemnified Parties, the HoldCo Indemnified Parties or the Comcast Indemnified Parties pursuant to this Section 9.01(c) for any such Liability to the extent that GE is intended also obligated to indemnify any such party for such Liability pursuant to the Comcast Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify Tax Matters Agreement, in which case the Comcast Indemnified Parties with respect to Losses suffered by Newco or that they may suffer or incur solely by virtue terms of their direct or indirect equity ownership in a Newco Indemnified Partythe Tax Matters Agreement shall govern.

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 12.01the provisions of this Article X, GE shall indemnify, defend and hold harmless Newcothe Buyer and its Affiliates (including, its Subsidiariesfollowing the Closing, their respective successors and assigns Altair U.S.) and their respective directors, officers representatives and employees agents (collectively, the “Newco Indemnified Parties”) and Comcast, its Affiliates, their respective successors and assigns and their respective directors, officers and employees (collectively, the “Comcast Buyer Indemnified Parties”) against, and reimburse any Newco Indemnified Party or Comcast Buyer Indemnified Party for, all Losses Losses, whether or not involving a Third Party Claim, that such Newco Indemnified Party or Comcast Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result ofof or in connection with: (i) the failure inaccuracy or breach of any representations or warranties made by GE or NBCU in this Agreement to be true and correct on and as of or the date hereof or on and as of the Seller 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)Certificate; (ii) any breach or failure by the Sellers or GE or, at or prior to the Closing, NBCU to perform any of its their covenants or obligations contained in this Agreement; or; (iii) any Excluded NBCU Liability (including the failure of the Sellers or GE to perform or in due course pay and discharge any Excluded Liability. ); (iv) any breach or failure by the Sellers or GE to in due course pay and discharge the indebtedness of Altair UK as required by Section 5(b) of Exhibit C; or (v) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any Person with any Sellers or any Affiliates thereof (or any Person acting on their behalf) in connection with the transactions contemplated hereby. (b) Notwithstanding any other provision to the contrary: (i) GE shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 10.01(a)(i) until the aggregate amount of the Buyer Indemnified Parties’ Losses exceeds $2,650,000 (the “Deductible”), after which the Sellers shall be obligated for all Losses of the Buyer Indemnified Parties under Section 10.01(a)(i) in excess of the Deductible; provided, however, that the limitations on indemnification set forth in this clause (i) shall not apply to any indemnification claim brought as a result of the inaccuracy or breach of a representation or warranty made by the Sellers in Section 3.01 (Incorporation, Qualification and Authority of the Sellers), Section 3.02 (Capitalization of Altair U.S.), clauses (a) and (b) of Section 3.03 (No Conflict), Section 3.04 (Consents and Approvals), clause (b) of Section 3.10 (Assets), Section 3.16 (Brokers), clause (b) of Section 3.17 (Real Property) (other than the Title Rep to the extent terminated in accordance with Section 3.17(b)), Section 3.18 (Taxes) and Section 3.20(a) (Questionable Payments and Trade Regulation) (such representations and warranties, the “Fundamental Representations”); (ii) the cumulative indemnification obligation of GE under Section 10.01(a)(i) shall in no event exceed $31,800,000 (the “Cap”); provided, however, that the Cap shall not apply to any indemnification claim brought as a result of the inaccuracy or breach of any Fundamental Representation or Section 3.10(a) (Assets); (iii) the cumulative indemnification obligation of GE under Section 10.01(a)(i) and Section 10.01(a)(ii) shall in no event exceed the aggregate amount of net proceeds actually received by GE pursuant to this Agreement; and (iv) GE’s indemnification obligations in respect of a claim by any Buyer Indemnified Person arising out of any inaccuracy or breach by GE of the first sentence of Section 3.11(c) (any such breach, an “Applicable Infringement Claim”), shall be limited as provided in this clause (iv) as follows: (A) GE’s aggregate indemnification obligations in respect of all Applicable Infringement Claims shall be subject to the Deductible and the Cap; (B) GE’s indemnification obligations in respect of any Applicable Infringement Claim shall be limited to 50% of the Losses arising out of an Applicable Infringement Claim until such time as GE has paid $10,000,000 above the Deductible in respect of such Applicable Infringement Claim; (C) Once the $10,000,000 threshold in clause (B) above has been satisfied, GE’s indemnification obligations in respect of the Applicable Infringement Claim shall be limited to 25% of the Losses arising out of the Applicable Infringement Claim; and (D) For the avoidance of doubt, it is understood that the foregoing indemnification Losses allocated to GE in accordance 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 framework set forth in a Newco Indemnified Party.this Section 10.01(b)

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 12.01the provisions of this Article X, GE shall indemnify, defend and hold harmless Newcothe Buyer and its Affiliates (including, its Subsidiariesfollowing the Closing, their respective successors and assigns Altair U.S.) and their respective directors, officers representatives and employees agents (collectively, the “Newco Indemnified Parties”) and Comcast, its Affiliates, their respective successors and assigns and their respective directors, officers and employees (collectively, the “Comcast Buyer Indemnified Parties”) against, and reimburse any Newco Indemnified Party or Comcast Buyer Indemnified Party for, all Losses Losses, whether or not involving a Third Party Claim, that such Newco Indemnified Party or Comcast Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result ofof or in connection with: (i) the failure inaccuracy or breach of any representations or warranties made by GE or NBCU in this Agreement to be true and correct on and as of or the date hereof or on and as of the Seller 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)Certificate; (ii) any breach or failure by the Sellers or GE or, at or prior to the Closing, NBCU to perform any of its their covenants or obligations contained in this Agreement; or; (iii) any Excluded NBCU Liability (including the failure of the Sellers or GE to perform or in due course pay and discharge any Excluded Liability. ); (iv) any breach or failure by the Sellers or GE to in due course pay and discharge the indebtedness of Altair UK as required by Section 5(b) of Exhibit C; or (v) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any Person with any Sellers or any Affiliates thereof (or any Person acting on their behalf) in connection with the transactions contemplated hereby. (b) Notwithstanding any other provision to the contrary: (i) GE shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 10.01(a)(i) until the aggregate amount of the Buyer Indemnified Parties’ Losses exceeds $2,650,000 (the “Deductible”), after which the Sellers shall be obligated for all Losses of the Buyer Indemnified Parties under Section 10.01(a)(i) in excess of the Deductible; provided, however, that the limitations on indemnification set forth in this clause (i) shall not apply to any indemnification claim brought as a result of the inaccuracy or breach of a representation or warranty made by the Sellers in Section 3.01 (Incorporation, Qualification and Authority of the Sellers), Section 3.02 (Capitalization of Altair U.S.), clauses (a) and (b) of Section 3.03 (No Conflict), Section 3.04 (Consents and Approvals), clause (b) of Section 3.10 (Assets), Section 3.16 (Brokers), clause (b) of Section 3.17 (Real Property) (other than the Title Rep to the extent terminated in accordance with Section 3.17(b)), Section 3.18 (Taxes) and Section 3.20(a) (Questionable Payments and Trade Regulation) (such representations and warranties, the “Fundamental Representations”); (ii) the cumulative indemnification obligation of GE under Section 10.01(a)(i) shall in no event exceed $31,800,000 (the “Cap”); provided, however, that the Cap shall not apply to any indemnification claim brought as a result of the inaccuracy or breach of any Fundamental Representation or Section 3.10(a) (Assets); (iii) the cumulative indemnification obligation of GE under Section 10.01(a)(i) and Section 10.01(a)(ii) shall in no event exceed the aggregate amount of net proceeds actually received by GE pursuant to this Agreement; and (iv) GE’s indemnification obligations in respect of a claim by any Buyer Indemnified Person arising out of any inaccuracy or breach by GE of the first sentence of Section 3.11(c) (any such breach, an “Applicable Infringement Claim”), shall be limited as provided in this clause (iv) as follows: (A) GE’s aggregate indemnification obligations in respect of all Applicable Infringement Claims shall be subject to the Deductible and the Cap; (B) GE’s indemnification obligations in respect of any Applicable Infringement Claim shall be limited to 50% of the Losses arising out of an Applicable Infringement Claim until such time as GE has paid $10,000,000 above the Deductible in respect of such Applicable Infringement Claim; (C) Once the $10,000,000 threshold in clause (B) above has been satisfied, GE’s indemnification obligations in respect of the Applicable Infringement Claim shall be limited to 25% of the Losses arising out of the Applicable Infringement Claim; and (D) For the avoidance of doubt, it is understood that the foregoing indemnification Losses allocated to GE in accordance with respect to the Comcast Indemnified Parties is intended to indemnify framework set forth in this Section 10.01(b)(iv) will be utilized for purposes of the Comcast Indemnified Parties only for determination of the applicability of the Deductible and Cap, not the total Losses suffered or incurred by them directly the Buyer Indemnified Persons in connection with any such Applicable Infringement Breach. For the purposes of clauses (iv)(B) and is not intended to indemnify (C) above, multiple Applicable Infringement Claims brought by a plaintiff and its Affiliates (regardless of the Comcast Indemnified Parties with respect to Losses suffered by Newco timing, subject matter or that they may suffer or incur solely by virtue jurisdiction of their direct or indirect equity ownership in such claims) will be aggregated and treated as a Newco Indemnified Partysingle claim for purposes of determining whether the $10,000,000 threshold has been satisfied.