Limitation to the Obligation to Indemnify. Neither Group shall be liable to the other Group in respect of any individual claim for Damages relating to the same Breach, where the liability, agreed or determined, in respect of such claim is equal to or less than the equivalent of Euro 1,000,000 (one million Euro). A Group shall be liable to the other Group in respect of each claim for which the liability, agreed or determined, is equal to or less than the equivalent of Euro 1,000,000 (one million Euro) if the aggregate liability for all such claims exceeds the amount of Euro 10,000,000 (ten million Euro), provided that: (a) Damages relating to Taxes are not subject to any of the limitations set out in this Section 8.3; (b) in the case of Damages based on a Breach relating to a Covered Asset or a New Acquisition, no regard shall be had to the fact that the other Group holds a direct or indirect interest in such Covered Asset or New Acquisition; and (c) the net amount (after deducting any related taxes, costs and expenses) received by the Company and any of the Covered Assets from a third party (or insurers, including insurance companies) as a result of the same matter giving rise to the Damages, shall be taken into account in calculating the liability of the Indemnitor
Appears in 2 contracts
Samples: Subscription Agreement (Telefonica Mobile Inc), Subscription Agreement (Telefonica S A)
Limitation to the Obligation to Indemnify. Neither Group shall be liable to the other Group in respect of any individual claim for Damages relating to the same Breach, where the liability, agreed or determined, in respect of such claim is equal to or less than the equivalent of Euro 1,000,000 (one million Euro). A Group shall be liable to the other Group in respect of each claim for which the liability, agreed or determined, is equal to or less than the equivalent of Euro 1,000,000 (one million Euro) if the aggregate liability for all such claims exceeds the amount of Euro 10,000,000 (ten million Euro), provided that:
(a) Damages relating to Taxes are not subject to any of the limitations set out in this Section 8.3;
(b) in the case of Damages based on a Breach relating to a Covered Asset or a New Acquisition, no regard shall be had to the fact that the other Group holds a direct or indirect interest in such Covered Asset or New Acquisition; and
(c) the net amount (after deducting any related taxes, costs and expenses) received by the Company and any of the Covered Assets from a third party (or insurers, including insurance companies) as a result of the same matter giving rise to the Damages, shall be taken into account in calculating the liability of the IndemnitorIndemnitor hereunder.
Appears in 2 contracts
Samples: Subscription Agreement (Portugal Telecom SGPS Sa), Subscription Agreement (Portugal Telecom SGPS Sa)
Limitation to the Obligation to Indemnify. Neither Group shall be liable to the other Group in respect of any individual claim for Damages relating to the same Breach, where the liability, agreed or determined, in respect of such claim is equal to or less than the equivalent of Euro 1,000,000 (one million Euro). A Group shall be liable to the other Group in respect of each claim for which the liability, agreed or determined, is equal to or less than the equivalent of Euro 1,000,000 (one million Euro) if the aggregate liability for all such claims exceeds the amount of Euro 10,000,000 (ten million Euro), provided that:
(a) Damages relating to Taxes are not subject to any of the limitations set out in this Section 8.3;
(b) in the case of Damages based on a Breach relating to a Covered Asset or a New Acquisition, no regard shall be had to the fact that the other Group holds a direct or indirect interest in such Covered Asset or New Acquisition; and
(c) the net amount (after deducting any related taxes, costs and expenses) received by the Company and any of the Covered Assets from a third party (or insurers, including insurance companies) as a result of the same matter giving rise to the Damages, shall be taken into account in calculating the liability of the IndemnitorIndemnitor hereunder. Any text removed pursuant to Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein.
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Limitation to the Obligation to Indemnify. Neither Group shall be liable to the other Group in respect of any individual claim for Damages relating to the same Breach, where the liability, agreed or determined, in respect of such claim is equal to or less than the equivalent of Euro 1,000,000 (one million Euro). A Group shall be liable to the other Group in respect of each claim for which the liability, agreed or determined, is equal to or less than the equivalent of Euro 1,000,000 (one million Euro) if the aggregate liability for all such claims exceeds the amount of Euro 10,000,000 (ten million Euro), provided that:
(a) Damages relating to Taxes are not subject to any of the limitations set out in this Section 8.3;
(b) in the case of Damages based on a Breach relating to a Covered Asset or a New Acquisition, no regard shall be had to the fact that the other Group holds a direct or indirect interest in such Covered Asset or New Acquisition; and
(c) the net amount (after deducting any related taxes, costs and expenses) received by the Company and any of the Covered Assets from a third party (or insurers, including insurance companies) as a result of the same matter giving rise to the Damages, shall be taken into account in calculating the liability of the IndemnitorIndemnitor hereunder. Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein.
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