Indemnification by the Alfa Parties. The Alfa Parties will indemnify, defend, save and hold each of the Telenor Parties and any of their Affiliates (excluding Newco, HoldCo, HoldCo2 (if formed pursuant to Section 6.1(d)), Kyivstar and VimpelCom) and any of their respective Representatives (collectively, the “Telenor Affiliates”) harmless from and against any and all damage, liability, loss, penalty, expense, assessment, judgment or deficiency of any nature whatsoever (including reasonable attorneys’ fees and expenses, consultants’ and investigators’ fees and expenses and other reasonable costs and expenses incident to any suit, action or proceeding) actually incurred or sustained by any Telenor Affiliates which shall arise out of or result from (a) any breach of any representation and warranty given or made by the Alfa Parties in ARTICLE III, ARTICLE IV or in any certificate delivered pursuant to this Agreement, excluding the Storm Warranties, or (b) the noncompliance with or nonperformance of any agreement, obligation or covenant of the Alfa Parties under this Agreement, excluding the Storm Obligations; provided that
Appears in 4 contracts
Samples: Share Exchange Agreement (VimpelCom Ltd.), Share Exchange Agreement (VimpelCom Ltd.), Share Exchange Agreement (Telenor East Invest As)