Indemnification by Holdco Sample Clauses
The "Indemnification by Holdco" clause requires Holdco to compensate or protect another party from losses, damages, or liabilities arising from specific events or actions. Typically, this means Holdco will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to Holdco’s conduct or breaches of the agreement. This clause serves to allocate risk by ensuring that the party being indemnified is not financially harmed by issues attributable to Holdco, thereby providing assurance and reducing potential disputes over responsibility for losses.
Indemnification by Holdco. Subject to Section 11.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner Cable from and against any and all Losses suffered by Time Warner Cable (which shall be deemed to include any Losses suffered by Time Warner Cable or its Affiliates, or by its or their respective officers, directors, employees, agents or representatives, or 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 representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date);
(b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party;
(c) the Assumed Liabilities and the Holdco Transaction Liabilities;
(d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing;
(e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable for the benefit of Holdco pursuant to Section 2.1(e). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable of notice thereof.
Indemnification by Holdco. Subject to Section 7.7, Holdco agrees to indemnify and save harmless Skynet and its Affiliates (other than Holdco or any of its Subsidiaries) from all Losses (whether or not involving a third party claim) suffered or incurred by Skynet or any of such Affiliates as a result of or arising directly or indirectly out of or in connection with:
(a) any breach by Holdco of, or any inaccuracy of, any representation or warranty contained in Section 3.2 hereof as of the date hereof and/or as of the Closing Date (provided that Holdco shall not be required to indemnify or save harmless Skynet or any of its Affiliates in respect of any such breach or inaccuracy of representation or warranty (i) unless Skynet shall have provided notice to Holdco on or prior to the Applicable Limitation Date related to such representation and warranty as set out in Section 7.1 hereof or (ii) to the extent that Parent is responsible for such breach by Holdco);
(b) any breach or non-performance by Holdco of any covenant or agreement to be performed by it which is contained in this Agreement or, on or after the Closing Date, by the Buyer under the Asset Purchase Agreement (provided that Holdco shall not be required to indemnify or save harmless Skynet or any of its Affiliates in respect of any such breach or non-performance of covenant or agreement to the extent that Parent is responsible for such breach by Holdco);
(c) the ownership, possession and use of the Transferred Property and the Sale Asset and the operation of the Business from and after the Closing; and
(d) the Assumed Liabilities hereunder and the “Assumed Liabilities” under the Asset Purchase Agreement; provided that nothing in Section 7.3(c) or 7.3(d) is intended to limit in any regard the indemnification rights of Holdco and its Affiliates under Section 7.2(a), 7.2(b) or 7.2(f).
Indemnification by Holdco. Subject to the other terms of this Article 9, from and after the Closing, Holdco hereby unconditionally, absolutely and irrevocably agrees to and shall indemnify, defend and hold harmless the Owners and their respective Affiliates and the partners, members, managers, directors, officers, shareholders, equityholders, employees, successors and assigns of the foregoing (collectively, the “Owner Indemnitees”), from and against any and all Losses arising out of or resulting from (a) the failure of Holdco’s representations or warranties contained in this Agreement or any other Transaction Agreement to be true and correct, and (b) the failure of Holdco to perform any of its covenants or obligations under this Agreement or any other Transaction Agreement.
Indemnification by Holdco. Holdco agrees to indemnify, to the extent permitted by law, each Holder of Registrable Shares, its officers, directors and agents and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto filed pursuant to this Agreement or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
Indemnification by Holdco. Holdco agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Holdco of the Securities Act or any rule or regulation promulgated thereunder applicable to Holdco and relating to action or inaction required of Holdco in connection with any such registration; and Holdco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Holdco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Holdco, in writing, by such selling holder expressly for use therein. Holdco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, ...
Indemnification by Holdco. 88 Section 11.3 Procedure for Certain Indemnified Claims.............. 89 Section 11.4 Determination of Indemnification Amounts and Related Matters............................................ 90 Section 11.5 Time and Manner of Certain Claims..................... 92 Section 11.6
Indemnification by Holdco. 51 Section 11.03. Exclusive Remedy; No Consequential Damages.............52 Section 11.04. Characterization of Indemnification and Other Payments.......................................52 Section 11.05. Damages Net of Insurance; Tax Benefits.................52 Section 11.06. Procedures Relating to Third Party Claims..............53
Indemnification by Holdco. Subject to the limitations set forth in this ARTICLE X, effective upon the Closing, HoldCo shall defend, indemnify and hold harmless MLP and its Affiliates, and each of its and their respective directors, officers, employees, partners (other than partners of the MLP), members, contractors, agents and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of:
(a) the breach of any of the representations or warranties under ARTICLE III or ARTICLE IV (other than Sections 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, 4.5 and 4.6);
(b) the breach of any of the representations or warranties under Sections 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, 4.5, and 4.6 or the covenants or agreements of HoldCo contained in this Agreement; or
(c) any Reserved Liabilities.
Indemnification by Holdco. From and after the Effective Time, HoldCo shall indemnify and hold harmless, on an after tax basis, each of the Parents, their respective Affiliates and their respective Representatives from and against any Losses suffered or incurred by any such indemnified party to the extent arising from or relating to (a) any breach of any representation or warranty of CheckFree or HoldCo contained in Section 6 of this Agreement and (b) any breach of any covenant or other Agreement of HoldCo or CheckFree contained in this Agreement; provided, however, that (i) HoldCo shall not have any liability under clause (a) of this Section 11.2 unless the aggregate of all losses relating thereto for which HoldCo would but for this proviso, be liable exceeds $7,500,000 on a cumulative basis, and then only to the extent of any such excess; and (ii) HoldCo's aggregate liability under clause (a) of this Section 11.2 shall in no event exceed forty percent (40%) of the Fair Market Value of the HoldCo Common Stock issued to the Parents in consideration of the TransPoint Contribution measured at the Effective Time.
Indemnification by Holdco. Subject to the limitations set forth in Section 11.5 hereof, from and after the ISR Effective Time, Holdco will indemnify, defend and hold harmless each of the Valor Shareholders, the other Participating Rights Holders and the Founders and each of their respective Affiliates, from and against any and all Damages to the extent arising out of or resulting from any breach by Holdco or HW of any representation, warranty, covenant, agreement, obligation or undertaking made by Holdco, HW, US Merger Sub, ISR Merger Sub, the US Surviving Corporation or the ISR Surviving Company in this Agreement (including any certificate delivered hereunder).