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.

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.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T Parties and the AT&T NewcosCumulus Parties, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Buyer Indemnified Party with respect to (ia) any single Claim or group of related Claims arising out of the same or similar facts and circumstances that result in Losses of less than $40,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), but solely in respect of representations and warranties that are not qualified by materiality or words of similar import, (iib) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i(including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds result in Losses in an amount equal to $42,000,000 one percent (1.0%) of the sum of (i) the Closing Initial Consideration, and (ii) any Subsequent Closing Consideration actually paid to Seller (collectively, the “Representations and Warranties Deductible”), after which the AT&T Cumulus Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) Losses in excess of the Representations and Warranties Deductible Deductible, and (iiic) any Claims under Section 11.1(a)(v11.1(a)(i) unless and until the resulting in excess of in an aggregate cumulative amount in excess of such Claims exceeds an amount equal to $8,400,000 ten percent (10%) of the “Pre-sum of (i) the Closing Claims Deductible”)Initial Consideration, after which the AT&T Parties and the AT&T Newcos, (ii) any Subsequent Closing Consideration actually paid to Seller (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; provided, the limitations set forth in this Section 11.5(a) shall not apply to any however, that Claims resulting from or arising for indemnification that arise out of or relate to breaches of the Specified Representations and Warranties or of Section 5.11 or due to fraudFraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in this sentence of Section 11.5. Notwithstanding the foregoing, in no event shall the Cumulus Parties, collectively, be liable for any Losses under this Agreement (including pursuant to this Article 11) in excess of the sum of (x) the Closing Initial Consideration, and (y) any Subsequent Closing Consideration actually paid to Seller. If any Claim may be made both under Section 11.1(a)(i) and under Section 11.1(a)(v), solely for the purposes of this Section 11.5 it shall be deemed to be made only under Section 11.1(a)(v).

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.

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.

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) (including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 25,000,000 (the “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 the Acquiror Indemnified Parties liable for all such Claims in excess of the Representations and Warranties Deductible, (excluding amounts associated 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 under Section 12.1(a)(i) or Section 12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that Claims for indemnification (x) 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, Crown and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any T-Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 12.2(a)(i) or Section 12.2(b)(i), (ii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims exceeds the Representations and Warranties Deductible, after which Crown and the Tower Operator, collectively, shall only be liable for all such Claims in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v12.2(a)(i) unless and until the or Section 12.2(b)(i) in an aggregate cumulative amount in excess of such Claims exceeds an amount equal to $8,400,000 125,000,000; provided, however, that Claims for indemnification (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)(ix) 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 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 SECTION 12.6