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:
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. 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:
Indemnification by Holdco. Subject to Section 12.4, from and after the Closing, Holdco shall indemnify and hold harmless TWE from and against any and all Losses suffered by TWE (which shall be deemed to include any Losses suffered by TWE 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:
Indemnification by Holdco. Holdco shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Shareholder, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each person who controls any such Shareholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (i) any violations by Holdco of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder in connection with the performance of its obligations to register securities under this Agreement or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Shareholder furnished in writing to Holdco by such Shareholder expressly for use therein, or to the extent that such information relates to such Shareholder or such Shareholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Shareholder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by such Shareholder of an outdated or defective Prospectus after Holdco has notified such Shareholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Shareholder of the Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of...
Indemnification by Holdco. 52 Section 11.03. Exclusive Remedy; No Consequential Damages...........................53 Section 11.04. Characterization of Indemnification and Other Payments...............53 Section 11.05. Damages Net of Insurance; Tax Benefits...............................53 Section 11.06. Procedures Relating to Third Party Claims............................53
Indemnification by Holdco. Subject to the provisions of this Article XI, Holdco shall indemnify, defend and hold harmless Seller, its Affiliates and their respective officers, directors, employees, stockholders, agents and representatives (collectively, "Seller Indemnitees") from and against any Damages arising out of or in connection with (a) the breach of any representation or warranty made by Holdco in this Agreement or any other Transaction Document (without regard to any materiality or similar qualifications contained therein), (b) any breach of any covenant, agreement or obligation of Holdco contained in this Agreement or any other Transaction Document, (c) the Assumed Liabilities or (d) the operation of the Cable Modem Business from and after the Closing. Each of the covenants of Holdco contained in Sections 8.02, 8.03, 8.05, 8.06 and 8.11 and representations and warranties made by Holdco in this Agreement or in any of the other Transaction Documents shall survive for a period of eighteen (18) months after the Closing Date (unless a claim shall have been commenced prior to such time in which case the applicable covenants, representations and warranties shall survive with respect to such claim until such claim has been resolved, and thereafter all such covenants, representations and warranties shall be extinguished). The covenants (other than those described in the preceding sentence) and agreements made by Holdco in this Agreement or in any of the other Transaction Documents shall survive the Closing and will continue in full force and effect without limitation. Holdco shall have no liability to Seller on or account of any Damages provided in Sections 11.02(a) or (b) (to the extent the matters in Section 11.02(b) relate to covenants described in the second sentence of this Section 11.02) unless and until such damages in the aggregate exceed the Threshold Amount, in which case Seller shall be entitled to Damages from the first dollar of such damages. The total liability of Holdco for its indemnity obligation under Sections 11.02(a) and 11.02(b) insofar as it includes the covenants contained described in the second sentence of this Section 11.02, shall be limited in all respects to an amount equal to the original amount of the Indemnification Holdback. Notwithstanding the foregoing, Holdco's indemnification obligations shall not be subject to the Threshold Amount or the limits on total liability set forth above with respect to any indemnification sought for Damages arising out ...
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. From and after the Effective Time, HoldCo shall, and shall cause its Subsidiaries to, indemnify and hold harmless the Company Converting Holders from and against any and all Losses actually suffered or incurred by the Company Converting Holders to the extent resulting from:
Indemnification by Holdco. Holdco shall indemnify, defend and hold harmless each Contributing Party and its affiliates, Representatives, successors and assigns, from, against, and in respect of any and all Losses arising out of or resulting from (a) any misrepresentation, nonfulfillment or breach of any representation or warranty made by Holdco contained in this Agreement or (b) any failure by Holdco to observe any of its covenants contained in this Agreement.
