Common use of Liability Limits Clause in Contracts

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T Parties and the AT&T Newcos, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T Verizon Parties and the AT&T NewcosVerizon Lessors, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 50,560.00 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 50,560,000.00 (the “Representations and Warranties Deductible”), after which the AT&T Verizon Parties and the AT&T NewcosVerizon Lessors, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v11.1(a)(iii) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 10,112,000.00 (the “Pre-Closing Claims Deductible”), after which the AT&T Verizon Parties and the AT&T NewcosVerizon Lessors, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Verizon Parties or the AT&T Newcos Verizon Lessors be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 252,800,000.00 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Verizon Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Verizon Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Verizon Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and Claim, provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Crown Indemnified Party with respect to (i) any single Claim less than $40,000 25,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i), (ii) any Claims under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with including De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 25,000,000 (the “Pre-Closing Claims Representations and Warranties Deductible”), after which the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall only be required to indemnify liable for all such Claims in excess of the Acquiror Indemnified Representations and Warranties Deductible, (iii) any Claims under Section 12.1(a)(v) unless and until the aggregate amount of such Claims exceeds $5,000,000 (the “Pre-Closing Liabilities Deductible”), after which the T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be liable for all such Claims in excess of the Pre-Closing Liabilities Deductible, and (iv) any Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i)12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than $242,500,000 in the aggregate indemnification (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(ax) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in this sentence of Section 12.5. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror Crown and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T T-Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i) and 12.2(b)(i), (ii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror Crown and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties Deductible and (iii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i)12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(bindemnification (x) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything , shall not be subject to the contrary limitations set forth in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value sentence of an asset as a result of a breach.Section 12.5

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Crown Indemnified Party with respect to (i) any single Claim less than $40,000 25,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i), (ii) any Claims under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with including De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 25,000,000 (the “Pre-Closing Claims Representations and Warranties Deductible”), after which the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall only be required to indemnify liable for all such Claims in excess of the Acquiror Indemnified Representations and Warranties Deductible, (iii) any Claims under Section 12.1(a)(v) unless and until the aggregate amount of such Claims exceeds $5,000,000 (the “Pre-Closing Liabilities Deductible”), after which the T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be liable for all such Claims in excess of the Pre-Closing Liabilities Deductible, and (iv) any Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i)12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than $242,500,000 in the aggregate indemnification (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(ax) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. , shall not be subject to the limitations set forth in this sentence of Section 12.5. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror Crown and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T T-Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i) and 12.2(b)(i), (ii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror Crown and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties Deductible and (iii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i)12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(bindemnification (x) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything , shall not be subject to the contrary limitations set forth in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value sentence of an asset as a result of a breach.Section 12.5 SECTION 12.6

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T T‑Mobile Parties and the AT&T NewcosT‑Mobile SPEs, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Crown Indemnified Party with respect to (i) any single Claim less than $40,000 25,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i), (ii) any Claims under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with including De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 25,000,000 (the “Pre-Closing Claims Representations and Warranties Deductible”), after which the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall only be required to indemnify liable for all such Claims in excess of the Acquiror Indemnified Representations and Warranties Deductible, (iii) any Claims under Section 12.1(a)(v) unless and until the aggregate amount of such Claims exceeds $5,000,000 (the “Pre-Closing Liabilities Deductible”), after which the T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be liable for all such Claims in excess of the Pre-Closing Liabilities Deductible, and (iv) any Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i)12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than $242,500,000 in the aggregate indemnification (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(ax) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in this sentence of Section 12.5. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror Crown and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T T‑Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i) and 12.2(b)(i), (ii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror Crown and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties Deductible and (iii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i)12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(bindemnification (x) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything , shall not be subject to the contrary limitations set forth in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value sentence of an asset as a result of a breach.Section 12.5

Liability Limits. (a) Notwithstanding anything to the contrary in this AgreementAgreement (except Section 9.5(d)), the AT&T Parties and the AT&T Newcos, collectively, SM shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Buyer Indemnified Party with respect to to: (i) any single or series of related or similar Claim less than $40,000 0.015% of the Consideration Base Amount (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i9.1(a)(i), ; (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i9.1(a)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 1.0% of the Consideration Base Amount (the “Representations and Warranties DeductibleThreshold”), after which the AT&T Parties and the AT&T Newcos, collectively, SM shall only be required to indemnify the Acquiror Buyer Indemnified Parties for all such Claims from the first dollar (excluding amounts associated with De Minimis Claims) and, in excess no event, shall SM be required to indemnify the Buyer Indemnified Parties under Section 9.1(a)(i) for more than 3.0% of the Representations and Warranties Deductible and Consideration Base Amount in the aggregate (the “Cap”); (iii) any Claims under Section 11.1(a)(vSections 9.1(a)(iii) and 9.1(a)(iv) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 1.0% of the Consideration Base Amount (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, SM shall only be required to indemnify the Acquiror Buyer Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall ; and (iv) any Claims relating to a specific Portfolio Site in excess of fifty percent (50.0%) of the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i)Allocated Site Consideration for such Portfolio Site; provided, taken togetherhowever, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoingthat, the limitations set forth in this Section 11.5(a9.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, Buyer shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T SM Indemnified Party with respect to to: (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) 9.2(a)(i); and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i9.2(a)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties DeductibleThreshold, after which Acquiror and the Tower Operator, collectively, Buyer shall only be required to indemnify the AT&T SM Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible). In no event shall Acquiror or the Tower Operator Buyer be required to indemnify the AT&T SM Indemnified Parties under Section 11.2(a)(i9.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b9.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11IX, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided Claim, provided, however, that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach. (d) Sections 9.5(a), (b), and (c) shall not apply to Claims for Taxes.