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. (a) Subject to the terms and conditions of this Article 7, HoldCo shall indemnify and hold harmless NewCo and its Affiliates (including, but not limited to the Company, NewCo and any direct or indirect parent of NewCo, including, but not limited to, American Entertainment Properties Corp. and Icahn Enterprises L.P.) and the members, stockholders, directors, officers, partners, employees, successors, assigns, representatives and agents of each of them in their capacities as such (collectively, the “NewCo Indemnified Persons”), from and against any and all claims, losses, monetary damages, liabilities, fines, fees, penalties, expenses, taxes net of any present or future tax benefits, or costs (“Losses”), plus reasonable attorneys’ fees and expenses, including court costs and expert witness fees and costs, incurred in connection with Losses and/or enforcement of this Agreement (in all, “Indemnified Losses”) incurred or to be incurred by any of them resulting from or arising out of (i) any breach or violation of a representation or warranty made by the Company in Article 4 of this Agreement, (ii) any breach or violation of a covenant or agreement made by HoldCo or the Company in this Agreement, including the provisions of Article 5 of this Agreement, or (iii) any adjustment or recharacterization with respect to income Taxes by any federal or state taxing authority, including but not limited to the IRS, to the income tax treatment of the transactions contemplated by this Agreement as reported on the income tax returns of any NewCo Indemnified Person provided, however, such indemnification pursuant to (iii) shall not apply to the contribution of Leasing LLC contemplated by Section 5.1.
(b) HoldCo shall not be liable under Section 7.1(a) until the NewCo Indemnified Persons have incurred Indemnified Losses equal to or exceeding Six Million Dollars ($6,000,000.00) (the “NewCo Deductible”); and then HoldCo shall be liable only for such Indemnified Losses in excess of the NewCo Deductible. The aggregate amount of Indemnified Losses that HoldCo shall be liable for under Section 7.1(a) above shall not exceed Three Hundred Million Dollars ($300,000,000.00); provided, that the limitations set forth in this Section 7.1(b) shall not apply to Indemnified Losses arising from fraud.
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:
(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. 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. 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. Holdco hereby agrees to indemnify, defend and hold any Indemnitee harmless from, against and in respect of, any and all damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties, and costs and expenses (including reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively “Losses”) imposed on, sustained, incurred or suffered by, or asserted against such Indemnitee, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly arising out of or in any manner occasioned by or relating to: (i) any Liabilities of the Company or with respect to any business utilizing the Brand Assets, in each case to the extent arising from or related to any period prior to the Closing (other than liabilities for Taxes, it being understood that Section 6.9 addresses liabilities for Taxes), and except as expressly assumed by the Company pursuant to the Pre-Closing Transaction Documents (collectively, “Indemnified Pre-Closing Liabilities”), (ii) the Pre-Closing Transactions, (iii) any inaccuracy in or breach by an Entity of any of their respective representations, warranties or covenants under this Agreement or in any exhibit or schedule hereto or in any certificate delivered by any Entity in connection herewith or (iv) any liabilities for Taxes contemplated by Section 6.9(a).
Indemnification by Holdco. 80 SECTION 11.3 PROCEDURE FOR CERTAIN INDEMNIFIED CLAIMS................80 SECTION 11.4 DETERMINATION OF INDEMNIFICATION AMOUNTS AND RELATED MATTERS.........................................81 SECTION 11.5 TIME AND MANNER OF CERTAIN CLAIMS.......................83 SECTION 11.6
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. 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:
(a) any breach by Parent, HoldCo, Avian Merger Sub, United Merger Sub or Blocker Merger Sub of any of their respective representations or warranties contained in Article IV, in each case as of the date of this Agreement or as of the Closing Date as though made on and as of the Closing Date (or, in the case of representations and warranties that by their terms speak specifically as of another date, as of such date);
(b) any breach by Parent, HoldCo, Avian Merger Sub, United Merger Sub or Blocker Merger Sub of any of their respective covenants or agreements contained in this Agreement; and
(c) any fraud by or on behalf of by Parent, HoldCo, Avian Merger Sub, United Merger Sub or Blocker Merger Sub in connection with the Mergers, the Stock Purchase or the other Transactions.