Liability Thresholds. Notwithstanding anything in this Article IX to the contrary, no Damages with respect to Claims arising out of this Article IX shall be payable pursuant to this Article IX unless and until the aggregate amount of Damages asserted against the Indemnifying Party under this Article IX with respect to such Claims equals or exceeds an amount equal to $5,000,000.00 (the "Liability Threshold"). Once the Liability Threshold for such Claims has been reached, the Indemnitee shall be entitled to indemnity under this Article IX for any and all Damages exceeding the Liability Threshold; provided, however, that with respect to Claims for indemnification pursuant to Section 9.1(a), 9.1(b), 9.2(a) or 9.2(b), the aggregate amount of each of Seller's and Purchaser's respective liability under Article IX shall not exceed $84,000,000.00. Notwithstanding anything in this Agreement to the contrary, Seller's or Purchaser's liability for Claims for indemnification pursuant to Sections 9.1(c), 9.1(d), 9.2(c) or 9.2(d) shall not be subject to any Liability Threshold, liability cap or time limitation (other than limitations imposed by Law or common law).
Liability Thresholds. Notwithstanding anything in this Article VIII to the contrary, indemnification with respect to Claims arising out of a breach of Seller's or Parent's representations and warranties or a breach of Purchaser's representations and warranties, or a breach by Seller or Parent of Section 5.11, shall not be available pursuant to this Article VIII unless and until the aggregate amount of indemnifiable Damages asserted against Seller and Parent, on the one hand, or Purchaser, on the other, as applicable, under this Article VIII equals or exceeds the Liability Threshold. Once the Liability Threshold for such Damages has been reached, the Indemnified Party shall be entitled to the benefit of the indemnity under this Article VIII for such Claims, subject to Section 8.06(c) hereof, only to the extent in excess of such Liability Threshold.
Liability Thresholds. Subject to the provisions of the last sentence of Section 6.3(d) and the provisions of this Section 9.10 below, neither Buyer, on the one hand, nor Seller on the other hand, shall be liable to the other under Section 9.1(a)(i) or (iii) or Section 9.1(b)(i) and (ii), respectively, unless the total amount of Damages with respect to all Claims Finally Determined against Buyer or Seller, as applicable, exceeds Twenty-Five Thousand United States Dollars (US$25,000) (the “Basket Amount”), and once the amount of Damages Finally Determined against Buyer or Seller, as applicable, in respect of such Claims exceeds the Basket Amount, the Buyer or Seller, as applicable, shall be entitled to recover the entire amount of the Damages so determined. The foregoing provision shall not apply to any Damages (i) for Claims under Section 9.1(b)(i) for Indemnified Taxes described in item 4 or item 7 of Section 6.2(a), (ii) for Claims under Section 9.1(b)(i) for Indemnified Taxes arising out of relating to actions described in clauses (i), (ii), (iv) or (v) of Section 5.1(c) or resulting from the Deed of Release or any action taken pursuant to the Deed of Release or (iii) for Claims under Section 9.1(b)(iv). For the avoidance of doubt, Claims for Indemnified Taxes that are described in both Section 9.1(b)(i) and Section 9.1(b)(ii) shall be treated as described in Section 9.1(b)(i).
Liability Thresholds. Notwithstanding anything in this Article 11 to the contrary, neither Purchaser on the one hand, nor Seller on the other hand, shall be liable to the other under Section 11.1 or Section 11.2, respectively, unless the total amount of Damages with respect to all claims against Purchaser or Seller, as applicable, exceeds One Hundred Thousand Dollars ($100,000) (the “Basket Amount”), and once the amount of Damages against Purchaser or Seller, as applicable, in respect to such claims exceeds the Basket Amount, Purchaser or Seller, as applicable, shall be entitled to recover the entire amount of Damages so determined; provided, however, that this limitation shall not apply to Damages resulting from or arising out of fraud, intentional misrepresentation or an intentional breach of warranty on the part of Seller, nor shall it apply to Damages for breaches of the representations and warranties contained in Section 4.12 (Tax Returns; Taxes) or for Indemnified Taxes as defined in Section 11.1.5. Amounts paid by a Party pursuant to Section 3.3 (Purchase Price Adjustments) will not be considered damages subject to, and will not be counted toward, the Basket Amount specified in this Section 11.7.
Liability Thresholds. Notwithstanding anything in this Article to the contrary, no amount will be payable pursuant to this Article unless and until the aggregate indemnified losses asserted against the Indemnitor under this Article equals or exceeds $25,000 (the "Liability Threshold"). Once the Liability Threshold for the Indemnitor is reached, the Indemnitee will be entitled to the benefit of this indemnity to the extent of any and all losses above the Liability Threshold.
Liability Thresholds. Notwithstanding anything in this Article IX to the contrary, no indemnified Damages with respect to Claims arising out of a breach of Sellers' representations and warranties shall be payable pursuant to this Article IX unless and until the aggregate amount of indemnified Damages asserted against Sellers under this Article IX with respect to such Claims equals or exceeds $2,600,000 (the "LIABILITY THRESHOLD"). Once the Liability Threshold for such Claims has been reached, the Indemnitee shall be entitled to the benefit of the indemnity under this Article IX for such Claims to the extent of any and all Damages above the Liability Threshold up to, but not exceeding, an amount equal to the Purchase Price.
Liability Thresholds. Notwithstanding anything in this Article IX to the contrary, no indemnified Damages with respect to Claims arising out of a breach of Sellers' representations and warranties (other than Claims arising out of a breach of the Title Representations, as such term is defined in Section 9.4(c)(i), to which the Liability Threshold shall not apply) shall be payable pursuant to this Article IX unless and until the aggregate amount of indemnified Damages asserted against Sellers under this Article IX with respect to such Claims equals or exceeds $2,600,000 (the "LIABILITY THRESHOLD"). Once the Liability Threshold for such Claims has been reached, the Indemnitee shall be entitled to the benefit of the indemnity under this Article IX for such Claims to the extent of any and all Damages above the Liability Threshold; provided that the maximum amount of Damages for which Sellers shall be responsible with respect to Claims arising out of breaches of Sellers' representations and warranties (including breaches of the Title Representations) shall be an amount equal to the Purchase Price. For purposes of calculating the Liability Threshold, Damages with respect to Claims arising out of a breach of the Title Representations shall not be counted in determining whether the Liability Threshold has been reached."
Liability Thresholds. Notwithstanding anything in this Article X to the contrary, Nokia shall not assert a claim under Section 10.1(a) unless the total amount of all claims Nokia has under Section 10.1(a) exceeds $50,000 (the “Basket Amount”); provided, however, that this limitation shall not apply to claims for breaches under Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Absence of Restrictions and Conflicts), Section 4.4 (Brokers, Finders Fee and Investment Bankers), the second sentence of Section 4.5 (Title to Assets; Related Matters), Section 4.8 (Legal Proceedings), Section 4.9 (Compliance with Laws) and Section 4.11 (Tax Returns; Taxes) or Company Losses resulting from or arising out of fraud, intentional misrepresentation or an intentional breach of warranty on the part of the Company. Amounts paid by a Party pursuant to Section 3.2 (Post-Closing Reconciliation Process) will not be considered damages subject to, and will not be counted toward, the Basket Amount specified in this Section 10.5.
Liability Thresholds. Notwithstanding anything in this Article 10 to the contrary, Buyer shall not assert a claim under Section 10.1(a) unless the amount of such claim exceeds $100,000, or the total amount of all claims Buyer has under Section 10.1(a) exceeds $350,000 (the "Basket Amount"); provided, however, that this limitation shall not apply to claims for breaches under Section 4.2 (Capitalization, etc.), Section 4.4 (Authorization by Company), Section 4.9 (Taxes) with respect to federal and state Taxes only, or Section 4.25 (Employees and Independent Contractors). All Taxes other than federal and state Taxes will be applied first against the Basket Amount.
