Common use of Rights to Indemnification Clause in Contracts

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement (and specifically excluding any representation, warranty, covenant, agreement or obligation of TCI or the General Partner, as to which Seller shall have no obligations to Buyer). Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities, (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement and (d) if Buyer has the right to terminate this Agreement pursuant to Section 7.5(a) and does not give notice to terminate this Agreement pursuant to Section 10.1 (c)(vii), then after the Closing any claim with respect to any environmental condition disclosed or any report prepared and delivered pursuant to Section 7.5.

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement (and specifically excluding any representation, warranty, covenant, agreement or obligation of TCI or the General Partner, as to which Seller shall have no obligations to Buyer). Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities, (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement and (d) if Buyer has the right to terminate this Agreement pursuant to Section 7.5(a) and does not give notice to terminate this Agreement pursuant to Section 10.1 (c)(vii10.1(c)(vii), then after the Closing any claim with respect to any environmental condition disclosed or any report prepared and delivered pursuant to Section 7.5.

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees The Majority Stockholder has agreed to indemnify the Parent, the Purchaser and hold harmless Buyer against any loss, liability, claim, damage or expense their respective affiliates for (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursementsi) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warrantywarranty or covenant of the Majority Stockholder in the Shareholder Agreement, covenant(ii) breach of any covenant of the Company in the Merger Agreement, agreement (iii) breach by the Company of its representations and warranties in the Merger Agreement as to organization, authority and good standing; authorization and effectiveness of the Merger Agreement; the Company's capital structure; the Company's Subsidiaries and other interests; the Company's Commission filings and financial statements; litigation; required approvals; and brokers and finders fees, and (iv) subject to individual exceptions, claims by Persons who are not employees of the Company or any of its Subsidiaries resulting from the termination of their Options as of the Effective Time. The Majority Stockholder's obligation to indemnify the Parent, the Purchaser and their respective affiliates for breaches of the Company's representations and warranties under the Merger Agreement applies only with respect to claims asserted prior to April 30, 2001. The Majority Stockholder has no such liability unless the aggregate damages of the Parent and its affiliates resulting from a breach of such representations and warranties exceeds $500,000. The Majority Stockholder's aggregate liability for breaches of the Company's representations and warranties is limited to $10 million. The Parent and the Purchaser have agreed to indemnify the Majority Stockholder and its respective affiliates for damages resulting from the breach of any representation, warranty or covenant of the Parent or the Purchaser contained in the Merger Agreement or the Shareholder Agreement. Parent and Purchaser have also agreed to indemnify, reimburse and hold harmless the Majority Stockholder and its affiliates from and against all damages asserted against or incurred by the Majority Stockholder and its affiliates, and for all payments made or required to be performed made by Seller under this Agreement (the Majority Stockholder and specifically excluding any representationits affiliates, warranty, covenant, agreement or obligation of TCI or the General Partner, as to which Seller shall have no obligations to Buyer). Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities, (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed guarantees issued by Buyer under this Agreement and (d) if Buyer has the right to terminate this Agreement pursuant to Section 7.5(a) and does not give notice to terminate this Agreement pursuant to Section 10.1 (c)(vii), then after the Closing any claim Majority Stockholder with respect to any environmental condition disclosed indebtedness of the Company to the extent such damages or any report prepared and delivered pursuant payments arise out of (1) the change in control of the Company due to Section 7.5the consummation of the Offer or the Merger or (2) events occurring after a majority of the Company Board is comprised of the Parent's designees (other than damages arising from a Company breach prior to such change in the Company Board).