Common use of Indemnification by Holdco Clause in Contracts

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. (a) Subject to the terms and conditions provisions of this Article 7XI, HoldCo Holdco shall indemnify indemnify, defend and hold harmless NewCo and Seller, its Affiliates (includingand their respective officers, but not limited to the Companydirectors, 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 membersemployees, stockholders, directors, officers, partners, employees, successors, assigns, agents and representatives and agents of each of them in their capacities as such (collectively, the “NewCo Indemnified Persons”), "Seller Indemnitees") from and against any and all claims, losses, monetary damages, liabilities, fines, fees, penalties, expenses, taxes net Damages arising out 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 (a) the breach 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 Holdco in Article 4 of this AgreementAgreement or any other Transaction Document (without regard to any materiality or similar qualifications contained therein), (iib) any breach of any covenant, agreement or violation obligation of a covenant Holdco contained in this Agreement or agreement 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 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 Company limits on total liability set forth above with respect to any indemnification sought for Damages arising out of (1) any Assumed Liability; (2) a breach of any covenants, agreements or obligations of Holdco other than those described in this Agreement, including the provisions of Article 5 second sentence of this AgreementSection 11.02, (3) actual common law fraud, (4) any 52 Liability for Taxes arising under Section 8.15(a) or Taxes apportioned to Holdco pursuant to Section 8.15(b), or (iii5) 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 operation of the transactions contemplated by this Agreement as reported on Cable Modem Business from and after 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 5.1Closing Date. (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. (a) Subject to the terms and conditions of this Article 7Section 7.7, HoldCo shall Holdco agrees to indemnify and hold save harmless NewCo Skynet and its Affiliates (includingother than Holdco or any of its Subsidiaries) from all Losses (whether or not involving a third party claim) suffered or incurred by Skynet or any of such Affiliates as a result of or arising directly or indirectly out of or in connection with: (a) any breach by Holdco of, but or any inaccuracy of, any representation or warranty contained in Section 3.2 hereof as of the date hereof and/or as of the Closing Date (provided that Holdco shall not limited be required to indemnify or save harmless Skynet or any of its Affiliates in respect of any such breach or inaccuracy of representation or warranty (i) unless Skynet shall have provided notice to Holdco on or prior to the Company, NewCo Applicable Limitation Date related to such representation and any direct warranty as set out in Section 7.1 hereof or indirect parent of NewCo, including, but not limited to, American Entertainment Properties Corp. and Icahn Enterprises L.P.(ii) and to the members, stockholders, directors, officers, partners, employees, successors, assigns, representatives and agents of each of them in their capacities as extent that Parent is responsible for such breach by Holdco); (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 (ib) any breach or violation non-performance by Holdco 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 to be performed by HoldCo or the Company it which is contained in this AgreementAgreement or, including on or after the provisions of Article 5 of this AgreementClosing Date, or by the Buyer under the Asset Purchase Agreement (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 provided that Holdco shall not be liable required to indemnify or save harmless Skynet or any of its Affiliates in respect of any such breach or non-performance of covenant or agreement to the extent that Parent is responsible for such breach by Holdco); (c) the ownership, possession and use of the Transferred Property and the Sale Asset and the operation of the Business from and after the Closing; and (d) the Assumed Liabilities hereunder and the “Assumed Liabilities” under the Asset Purchase Agreement; provided that nothing in Section 7.3(c) or 7.3(d) is intended to limit in any regard the indemnification rights of Holdco and its Affiliates under Section 7.1(a7.2(a), 7.2(b) until the NewCo Indemnified Persons have incurred Indemnified Losses equal to or exceeding Six Million Dollars ($6,000,000.00) (the “NewCo Deductible”7.2(f); 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. (a) Subject to the terms and conditions provisions of this Article 7XI, HoldCo Holdco shall indemnify indemnify, defend and hold harmless NewCo and Seller, its Affiliates (includingand their respective officers, but not limited to the Companydirectors, 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 membersemployees, stockholders, directors, officers, partners, employees, successors, assigns, agents and representatives and agents of each of them in their capacities as such (collectively, the “NewCo Indemnified Persons”), "Seller Indemnitees") from and against any and all claims, losses, monetary damages, liabilities, fines, fees, penalties, expenses, taxes net Damages arising out 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 (a) the breach 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 Holdco in Article 4 of this AgreementAgreement or any other Transaction Document (without regard to any materiality or similar qualifications contained therein), (iib) any breach of any covenant, agreement or violation obligation of a covenant Holdco contained in this Agreement or agreement 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 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 Company limits on total liability set forth above with respect to any indemnification sought for Damages arising out of (1) any Assumed Liability; (2) a breach of any covenants, agreements or obligations of Holdco other than those described in this Agreement, including the provisions of Article 5 second sentence of this AgreementSection 11.02, (3) actual common law fraud, (4) any Liability for Taxes arising under Section 8.15(a) or Taxes apportioned to Holdco pursuant to Section 8.15(b), or (iii5) 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 operation of the transactions contemplated by this Agreement as reported on Cable Modem Business from and after 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 5.1Closing Date. (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.