Indemnification by UPC. (a) As additional consideration for UIH to ---------------------- execute the underwriting agreement in connection with UPC's initial public offering of securities (the "Underwriting Agreement"), UPC shall defend, indemnify and hold UIH harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities, and other costs and expenses (including without limitation interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred (collectively, "Liabilities")) that UIH may sustain or suffer based upon, arising out of, by reason of or otherwise in respect of or in connection with the Underwriting Agreement; provided, however, -------- ------- that UPC will not be liable to UIH (i) to the extent that in finally judicially determined that such Liabilities resulted from the willful misconduct or gross negligence of UIH; or (ii) to the extent that it is finally judicially determined that such Liabilities resulted solely from the material breach by UIH of any representation, warranty, covenant or other agreement of UIH contained in the Underwriting Agreement; provided, further, that if and to the extent that -------- ------- such indemnification is unenforceable for any reason, UPC shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. The indemnification and contribution provided for in this Section 4 will remain in full force and effect regardless of any investigation made by or on behalf of UIH.
Indemnification by UPC. In the event of any registration of Registrable Shares pursuant to Section 6.1, UPC agrees to indemnify and hold harmless the seller of Registrable Shares and its directors and officers (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and costs of investigation) to which such Indemnified Person becomes subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses arise out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in any registration statement under which such securities were registered or qualified under the Securities Act or otherwise, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that UPC shall not be liable to such Indemnified Person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished by such seller of Registrable Shares to UPC.
Indemnification by UPC. UPC shall indemnify and hold Waldo (and its directors, officers, employees, agents, advisers and affiliates) harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, lawyer's fees) related to or arising, directly or indirectly, in connection with any failure or any breach by UPC of any representation, warranty, covenant, obligation or undertaking made by UPC hereunder.
Indemnification by UPC. UPC hereby agrees that it shall indemnify, defend ---------------------- and hold harmless the MediaOne Indemnified Parties from, against and in respect of any damages, claims, losses, charges, actions, suits, proceedings, deficiencies, interest, penalties, and reasonable costs and expenses (including reasonable attorneys' fees, removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring) (collectively, the "Losses") imposed on, sustained, incurred or suffered by or asserted against any of the MediaOne Indemnified Parties, directly or indirectly, relating to or arising out of (a) the failure of any representation or warranty made herein by UPC to be true and correct on the date of this Agreement and at the Closing Date, (b) any breach by UPC of any of its covenants herein, (c) any acts or omissions to act occurring on or after the Closing Date that relate to the Company, (d) any litigation concerning the Company.
Indemnification by UPC. UPC shall indemnify, defend and hold harmless Mirant, its officers, directors, agents, employees and Affiliates from and against any and all loss, costs, expense, claims, demands, liabilities (including reasonable attorneys' fees), judgments, fines, settlements and other amounts arising from any and all Claims relating to or arising out of:
Indemnification by UPC. UPC shall indemnify Slide against, and shall hold Slide harmless from and against, any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, incurred or sustained by, or imposed upon, Slide based upon, arising out of, with respect to or by reason of: a. any breach or non-fulfillment of any agreement or obligation to be performed by UPC pursuant to this Agreement; or b. any excluded liability. 12.
