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.
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 6.18. The maximum liability of Time Warner Cable under Section 11.1(a) shall not exceed $50 million (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.
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.
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.
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.
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.
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) No Peabody Sub shall have any liability under Section 12.1(a) unless, and only to the extent that, the aggregate amount of Losses otherwise subject to all of Seller’s indemnification obligations thereunder exceeds One Hundred Thousand Dollars ($100,000.00) (the “Minimum Damage Requirement”); provided that for purposes of this subsection, the Minimum Damage Requirement shall not apply to any Losses resulting from or arising out of (i) the failure by any Peabody Sub to pay any Tax to any Governmental Authority when due or any other breach of any such Peabody Sub’s representations, warranties, covenants or agreements with respect to Tax matters contained in this Agreement, and (ii) breaches of the representations and warranties in Sections 8.1 through 8.5. The maximum liability of the Peabody Subs in the aggregate under Section 12.1(a) shall not exceed the difference, if any, between Two Million Dollars ($2,000,000.00) and the sum of the Environmental Defects Amount and the Excess Title Defects Amount (the “Cap”); provided that the Cap shall not apply to breaches of the representations and warranties in Sections 8.1 through 8.5.
Determination of Indemnification Amounts and Related Matters. (a) The Adelphia Entities will have no liability under Section 8.01(a) unless the aggregate amount of Losses otherwise subject to their indemnification obligations thereunder exceeds $5.0 million (the "Minimum Damage Requirement"), in which case the Adelphia Entities, jointly and severally, shall be liable for the full amount of such Losses and not just for the amount of such excess; provided that for purposes of this paragraph the Minimum Damage Requirement will not apply to any Losses resulting from or arising out of breaches of the representations and warranties in Sections 5.01, 5.02, 5.03, 5.04 (relating to title to the Adelphia Assets), 5.09, 5.15, 5.25, 5.26, 5.28 or 5.31. The maximum liability of the Adelphia Entities in the aggregate under Section 8.01(a) shall not exceed $200.0 million (the "Cap"); provided that for purposes of this paragraph the Cap shall not apply to breaches of the representations and warranties in Sections 5.01, 5.02, 5.03, 5.04 (relating to title to the Adelphia Assets), 5.09, 5.15, 5.25, 5.26, 5.28 or 5.31.
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
