Common use of Determination of Indemnification Amounts and Related Matters Clause in Contracts

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) 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 '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) The TWC Transferors Neither the Peabody Oil and Gas Subs nor the Peabody Coal Subs shall have no any liability under Section 10.1(a12.1(a) in respect of unless, and only to the TWC/Adelphia Business unless extent that, the aggregate amount of Losses otherwise subject to their all of Peabody’s indemnification obligations thereunder in respect of the TWC/Adelphia Business exceeds Two Million Dollars ($74,600,000 2,000,000.00) (the “TWC/Adelphia Minimum Damage Requirement”), in which case the TWC Transferors shall be liable ; provided that 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)subsection, neither the TWC/Adelphia Minimum Damage Requirement nor the TWC Native Minimum Damage Requirement shall not apply to any Losses resulting from or arising out of (i) the failure by any TWC Group Member Peabody Oil and Gas Sub or Peabody Coal Sub to pay any copyright payments, including interest and penalties thereon, Tax to any Governmental Authority when due or any other breach of TWC’s any such Peabody Oil and Gas Subs’ or Peabody Coal Subs’ representations, warranties, covenants or agreements with respect to copyright payments Tax matters contained in this Agreement, and (ii) breaches of the Class 1 TWC Representations representations and Warrantieswarranties in Sections 8.1 through 8.5. The maximum liability of all Peabody Oil and Gas Subs and Peabody Coal Subs, collectively, under Section 12.1(a) shall not exceed the difference, if any, between Four Million Eight Hundred Thousand Dollars ($4,800,000.00) and the sum of the CNX Environmental Defects Amount and the Excess Title Defects Amount (the “Peabody Cap”); provided that the Peabody Cap shall not apply to breaches of the representations and warranties in Sections 8.1 through 8.5. No CNX Entity shall have any liability under Section 12.2(a) unless, and only to the extent that, the aggregate amount of Losses otherwise subject to all CNX Entities’ indemnification obligations thereunder exceeds 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 CNX Entity to pay any Tax to any Governmental Authority when due or any other breach of any CNX Entities’ representations, warranties, covenants or agreements with respect to Tax matters contained in this Agreement, and (ii) breaches of the representations and warranties in Sections 7.1 through 7.5. The maximum liability of CNX in the aggregate under Section 12.2(a) shall not exceed the difference, if any, between Six Million Two Hundred Thousand Dollars ($6,200,000.00) and the sum of the Peabody Environmental Defects Amount and the Excess Title Defects Amount (the “CNX Cap”); provided that the CNX Cap shall not apply to breaches of the representations and warranties in Sections 7.1 through 7.5.