Determination of Indemnification Amounts and Related Matters Sample Clauses
Determination of Indemnification Amounts and Related Matters. (a) TWE shall have no liability under Section 12.1(a) unless the aggregate amount of Losses otherwise subject to its indemnification obligations thereunder exceeds $6,000,000 (the "Threshold Damage Requirement"), in which case TWE shall be liable for the full amount of such Losses including the Losses incurred in reaching the Threshold Damage Requirement; provided, that for purposes of this subsection, the Threshold Damage Requirement shall not apply to any Losses resulting from or arising out of (i) the failure by TWE to pay any copyright payments, including interest and penalties thereon, when due or any other breach of TWE's representations, warranties, covenants or agreements with respect to copyright payments contained in this Agreement, and (ii) breaches of the representations and warranties in Sections 6.1, 6.2, 6.3, 6.4(a), 6.13, 6.15 and 6.18. The maximum liability of TWE under Section 12.1(a) shall not exceed $60,000,000 (the "Cap"); provided, that the Cap shall not apply to breaches of the representations and warranties in Sections 6.1, 6.2, 6.3, 6.4(a)(i), 6.13, 6.15 and 6.18.
(b) Holdco shall have no liability under Section 12.2(a) unless the aggregate amount of Losses otherwise subject to its indemnification obligations thereunder exceeds the Threshold Damage Requirement, in which case Holdco shall be liable for the full amount of such Losses including the Losses incurred in reaching the Threshold Damage Requirement; provided, that for purposes of this subsection, the Threshold Damage Requirement shall not apply to any Losses resulting from or arising out of breaches of the representations and warranties in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 5.1, 5.2, 5.3, or 5.5. The maximum liability of Holdco in the aggregate under Section 12.2(a) shall not exceed the Cap; provided, that the Cap shall not apply to breaches of the representations and warranties in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 5.1, 5.2, 5.3, or 5.5.
(c) Amounts payable by the Indemnitor to the Indemnitee in respect of any Losses under Sections 12.1 or 12.2 shall be payable by the Indemnitor as incurred by the Indemnitee, and shall bear interest at the Base Interest Rate plus 2% from the date the Losses for which indemnification is sought were incurred by the Indemnitee until the date of payment of indemnification by the Indemnitor.
(d) If the facts and circumstances giving rise to the Loss for which indemnification is sought under Section 12.1(a) also resulted in a Loss to the TWE Retain...
Determination of Indemnification Amounts and Related Matters. 9.7.1 Amounts payable by the Indemnitor to the Indemnitee in respect of any Losses under this Section 9 shall be payable by the Indemnitor to the --------- Indemnitee promptly upon agreement by Indemnitor or final determination of the validity of such claim for Losses.
9.7.2 In calculating amounts payable to an Indemnitee under this Agreement, the amount of the indemnified Losses shall be "grossed-up" by the amount of any increase in the Indemnitee's liability for Taxes resulting from indemnification by the Indemnitor under this Agreement.
Determination of Indemnification Amounts and Related Matters. (a) The TWC Transferors shall have no liability under Section 10.1(a) in respect of the TWC/Adelphia Business unless the aggregate amount of Losses otherwise subject to their indemnification obligations thereunder in respect of the TWC/Adelphia Business exceeds $74,600,000 (the “TWC/Adelphia Minimum Damage Requirement”), in which case the TWC Transferors shall be liable for the full amount of such Losses including the Losses incurred in reaching the TWC/Adelphia Minimum Damage Requirement. The TWC Transferors shall have no liability under Section 10.1(a) in respect of the TWC Native Business unless the aggregate amount of Losses otherwise subject to their indemnification obligations thereunder in respect of the TWC Native Business exceeds $5,700,000 (the “TWC Native Minimum Damage Requirement”), in which case the TWC Transferors shall be liable for the full amount of such Losses including the Losses incurred in reaching the TWC Native Minimum Damage Requirement. For purposes of this Section 10.4(a), neither the TWC/Adelphia Minimum Damage Requirement nor the TWC Native Minimum Damage Requirement shall apply to any Losses resulting from or arising out of (i) the failure by any TWC Group Member to pay any copyright payments, including interest and penalties thereon, when due or any other breach of TWC’s representations, warranties, covenants or agreements with respect to copyright payments contained in this Agreement, and (ii) breaches of the Class 1 TWC Representations and Warranties.
(b) The maximum liability of the TWC Transferors under Section 10.1(a) in respect of the TWC/Adelphia Business shall not, in the aggregate, exceed $746,000,000 (the “TWC/Adelphia Cap”). The maximum liability of the TWC Transferors under Section 10.1(a) in respect of the TWC Native Business shall not, in the aggregate, exceed $19,100,000 (the “TWC Native Cap”). Notwithstanding the foregoing, neither the TWC/Adelphia Cap nor the TWC Native Cap shall apply to breaches of the Class 1 TWC Representations and Warranties.
(c) The Comcast Transferors shall have no liability under Section 10.2(a) in respect of the Comcast/Adelphia Business unless the aggregate amount of Losses otherwise subject to their indemnification obligations thereunder in respect of the Comcast/Adelphia Business exceeds $34,900,000 (the “Comcast/Adelphia Minimum Damage Requirement”), in which case the Comcast Transferors shall be liable for the full amount of such Losses including the Losses incurred in reaching ...
Determination of Indemnification Amounts and Related Matters. (a) In calculating amounts payable to an Indemnitee hereunder, the amount of the indemnified losses shall be reduced by the amount of any insurance proceeds paid to the Indemnitee for such Losses.
(b) Subject to the provisions of Section 11.3, all amounts payable by the Indemnitor to the Indemnitee in respect of any Losses under Sections 11.1 or 11.2 shall be payable by the Indemnitor as incurred by the Indemnitee.
(c) The provisions of Sections 11.3 and 11.4 shall be applicable to any claim for indemnification made under any other provision of this Agreement and all references in Sections 11.3 and 11.4 to Sections 11.1 and 11.2 shall be deemed to be references to such other provisions of this Agreement.
Determination of Indemnification Amounts and Related Matters. (a) Neither Buyer nor Seller will be entitled to make a claim against the other under Section 9.1(a) or (b) or 9.2(a) or (b) until (i) the aggregate amount of Losses incurred by the Indemnitee for any individual occurrence (or related series of occurrences) exceeds $50,000 and (ii) in the case of Losses under Section 9.1(a) (except for Losses due to a breach of the representations of Seller contained in Section 4.2.15) or 9.1(b) the aggregate amount of claims that may be asserted for such Losses, together with all other claims for Losses asserted under Section 9.1(a) or 9.1(b) under each of the Multi-State Exchange Purchase Agreements, exceed an amount equal to 1% of the aggregate of the Purchase Prices (as defined in each Multi-State Exchange Purchase Agreement) for the transactions contemplated by the Multi-State Exchange Purchase Agreements, to the extent actually paid to Seller, but only to the extent such amount exceeds such aggregate of the Purchase Prices.
(b) Notwithstanding any other provision of this Agreement, (i) Seller shall not be required to make any payments pursuant to Section 9.1(a), (b) or (c) to the extent that the Maximum Adjustment Amount shall have been reached, and (ii) Buyer shall not be required to make any payments pursuant to Article 9 in excess of an amount equal to 3% of the Purchase Price.
(c) Subject to Section 9.3, all amounts payable by the Indemnitor to the Indemnitee in respect of any Losses under Sections 9.1 and 9.2 shall be payable by the Indemnitor as incurred by the Indemnitee and will include interest at the rate of 8% per annum from the date that the related Losses were incurred through but not including the date the payment is made.
Determination of Indemnification Amounts and Related Matters. (a) The maximum liability of Buyer under Section 11.1(a) shall not exceed One Hundred Thousand Dollars ($100,000.00) (the “Cap”); provided that the Cap shall not apply to breaches of the representations and warranties in Sections 7.1 through 7.5.
(b) The maximum liability of Seller in the aggregate under Section 11.2(a) shall not exceed the Cap; provided that the Cap shall not apply to breaches of the representations and warranties in Sections 6.1 through 6.5 or 6.14.
(c) Amounts payable by the Indemnitor to the Indemnitee in respect of any Losses under Sections 11.1 or 11.2, as applicable, shall be payable by the Indemnitor as incurred by the Indemnitee, and shall bear interest at the Prime Rate plus two percent (2%) from the date the Losses for which indemnification is sought were incurred by the Indemnitee until the date of payment of indemnification by the Indemnitor.
Determination of Indemnification Amounts and Related Matters. 55 Section 11.5 Time and Manner of Certain Claims 55
Determination of Indemnification Amounts and Related Matters. (a) In calculating amounts payable to an Indemnitee hereunder, the amount of the indemnified Losses shall be reduced by the amount of any insurance proceeds (net of any related increase in premiums) paid to the Indemnitee for such Losses and by the amount of any tax benefit to the Indemnitee arising out of such Losses.
(b) Subject to the provisions of Section 11.3, all amounts payable by the Indemnitor to the Indemnitee in respect of any Losses under Sections 11.1 or 11.2 shall be payable by the Indemnitor as incurred by the Indemnitee.
(c) Neither Sellers nor Pegasus will be liable for indemnification arising under Section 11.1 for (i) any Losses of or to Buyer or any other Person entitled to indemnification from Sellers or Pegasus or (ii)any Losses incidental to or relating to or resulting from any of the foregoing (the items described in clauses (i) and (ii) collectively being referred to for purposes of this Section 11.4(c) as "Buyer's Damages") unless the amount of Buyer's Damages for which Sellers or Pegasus would, but for the provisions of this Section, be liable exceeds, on an aggregate basis, $300,000, in which event Sellers and Pegasus will be liable for all of the Buyer's Damages up to the amount stated in the next succeeding sentence. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Sellers and Pegasus under this Agreement shall be $29,750,000.
Determination of Indemnification Amounts and Related Matters. (a) Time Warner Cable shall have no liability under Section 11.1(a) unless the aggregate amount of Losses otherwise subject to its indemnification obligations thereunder exceeds $5 million (the "Threshold Damage Requirement"), in which case Time Warner Cable shall be liable for the full amount of such Losses including the Losses incurred in reaching the Threshold Damage Requirement; provided, that for purposes of this subsection, the Threshold Damage Requirement shall not apply to any Losses resulting from or arising out of (i) the failure by Time Warner Cable to pay any copyright payments, including interest and penalties thereon, when due or any other breach of Time Warner Cable's representations, warranties, covenants or agreements with respect to copyright payments contained in this Agreement, and (ii) breaches of the representations and warranties in Sections 6.1, 6.2, 6.3, 6.4(a), 6.13, 6.15 and 6.
Determination of Indemnification Amounts and Related Matters. (a) Time Warner Cable shall have no liability under Section 11.1(a) unless the aggregate amount of Losses otherwise subject to its indemnification obligations thereunder exceeds $5 million (the "THRESHOLD DAMAGE REQUIREMENT"), in which case Time Warner Cable shall be liable for the full amount of such Losses including the Losses incurred in reaching the Threshold Damage Requirement; PROVIDED, that for purposes of this subsection, the Threshold Damage Requirement shall NOT apply to any Losses resulting from or arising out of (i) the failure by Time Warner Cable to pay