Limitations on Indemnification; Exclusive Remedy. (a) Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (i) the representations and warranties in Article III or (ii) the covenants and agreements of the Sellers contained in this Agreement, and the Buyer shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (a) the representations and warranties in Article IV or (b) the covenants and agreements of the Buyer contained in this Agreement, in each case unless all Indemnifiable Losses arising out of all such Indemnifiable Losses shall exceed $1,000,000 in the aggregate, and then only to the extent of such excess. Further, with respect to Indemnifiable Losses arising out of or based upon breaches or alleged breaches of the representations and warranties in Article III or Article IV, neither the Sellers on the one hand, nor the Buyer, on the other hand, shall be entitled to indemnification in an aggregate amount in excess of $3,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.4(a) shall not apply to (i) any claim by the Buyer in respect of (A) the representation contained in Section 3.21, (B) Section 2.7(f) or (C) the representations contained in Section 3.14 and (ii) any claim by any Seller in respect of (A) the representation contained in Section 4.5, or (B) Section 2.7(f) or the indemnification obligation set forth in Sections 9.2(iii) and (iv) and Sections 9.3(iii) and (iv).
Limitations on Indemnification; Exclusive Remedy. (a) No claim for indemnification under Section 8.1(a) or Section 8.2(a) for breach of any representation or warranty shall be valid unless made within the applicable Survival Period as defined in Section 8.6.
Limitations on Indemnification; Exclusive Remedy. (a) Any claim for indemnification by an Investor Indemnified Party pursuant to Section 6.5(a) or by a Company Indemnified Party pursuant to Section 6.6(a) shall be received by the applicable Indemnifying Party in writing within 36 months following the Closing Date (and any such claim received after such date shall be null and void), except that (i) claims for indemnification relating to the representations and warranties contained in Sections 2.11, 2.12 and 2.14 may be made until the expiration of the statute of limitations applicable to such matters, (ii) claims for indemnification relating to the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4 and 3.1 may be made forever and (iii) there shall be no time limit for making any claim for such indemnification if the representation or warranty on which such claim is based was made with actual knowledge that it contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements or facts contained therein not misleading. The covenants contained in this Agreement shall survive forever.
Limitations on Indemnification; Exclusive Remedy. (a) Notwithstanding anything to the contrary in this Agreement, (i) no Indemnifying Party shall have any liability for any individual Indemnifiable Loss (or series of related Indemnifiable Losses) unless the amount of such Indemnifiable Loss (or series of related Indemnifiable Losses) exceeds $10,000 (each, a “De Minimis Claim”), and no De Minimis Claim shall be applied toward the Threshold; (ii) no Indemnifying Party shall have any liability for any Indemnifiable Losses unless and until the aggregate amount of Indemnifiable Losses for which such Indemnifying Party is responsible exceeds $1,000,000 (the “Threshold”), in which case such Indemnifying Party shall be responsible for all such Indemnifiable Losses; (iii) Parent shall not have any liability pursuant to Section 11.1(a) or Section 11.1(b) for any Indemnifiable Losses in excess of $13,000,000 in the aggregate; (iv) Parent shall not have any liability pursuant to Section 11.1(c) or Section 11.1(d) for any Indemnifiable Losses in excess of $26,000,000 in the aggregate; and (v) Purchaser shall not have any liability pursuant to Section 11.2(a) or (b) for any Indemnifiable Losses in excess of $26,000,000 in the aggregate. For the avoidance of doubt, there shall be no limit on Parent’s aggregate liability for Indemnifiable Losses pursuant to Section 11.1(e) or Section 11.1(f), or Purchaser’s aggregate liability for Indemnifiable Losses pursuant to Section 11.2(c).
Limitations on Indemnification; Exclusive Remedy. (a) Notwithstanding anything to the contrary in this Agreement (but subject to the last sentence of this Section 10.04(a)), the Seller shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of the representations and warranties in Article III or in any Related Document and the Purchaser shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of the representations and warranties in Article IV or in any Related Document, in either case unless all Indemnifiable Losses arising out of all such Indemnifiable Losses shall exceed $750,000 in the aggregate, and then only to the extent of such excess. Further, with respect to Indemnifiable Losses arising out of or based upon breaches or alleged breaches of the representations and warranties in Article III, Article IV or in any Related Document, neither the Seller nor the Purchaser, as the case may be, shall be entitled to indemnification in an aggregate amount in excess of $5,000,000. For the avoidance of doubt, the limitations set forth in this Section 10.04(a) shall not apply to any claim by the Purchaser in respect of Insurance Losses or in respect of the Tax matters identified in Article XI.
Limitations on Indemnification; Exclusive Remedy. (a) No claim for indemnification may be made under Sections 11.2(a) or 11.3(a) (or under Sections 11.2 (o) or 11.3(e) to the extent such claim relates to a claim under Sections 11.2(a) or 11.3(a)) unless made within the period of survival of the applicable representation or warranty as described in Section 11.1. No claim for indemnification may be made under Sections 11.2(b), 11.2(c) or 11.3(b) (or under Sections 11.2(o) or 11.3(e) to the extent such claim relates to a claim under Sections 11.2(b), 11.2(c) or 11.3(b)) after the one year anniversary of the Closing Date, excluding claims relating to covenants to be performed after the Closing. No claim for indemnification may be made under Section 11.2(f) (or under Section 11.2(o) to the extent such claim relates to a claim under Section 11.2(f)) after the twenty-one (21) month anniversary of the Closing Date. Claims for indemnification under the other provisions of Section 11.2 and 11.3 may be brought at any time after the Closing.
Limitations on Indemnification; Exclusive Remedy. The parties’ liability under this Article VIII shall be limited as follows (except as provided in Section 8.5(e)):
Limitations on Indemnification; Exclusive Remedy. (a) No party hereunder shall be required to indemnify any other party under this Article XIV (x) until the aggregate amount of such other party’s Losses (excluding any legal fees incurred by such party in connection with such Losses) exceed (i) in the case of Losses of the LLC Swap Parties or the BB Swap Parties, $2,500,000, and then only to the extent that such Losses exceed $2,500,000, and (ii) in the case of Mediacom, $1,250,000, and then only to the extent that such Losses exceed $1,250,000, and (y) (i) in the case of Losses of the LLC Swap Parties or the BB Swap Parties, to the extent that such Losses exceed $50,000,000, and (ii) in the case of Losses of Mediacom, to the extent that such Losses exceed $25,000,000.
Limitations on Indemnification; Exclusive Remedy. (1) The Purchaser shall not be entitled to recover Damages from the Vendors pursuant to Section 8.2(1)(a) or Section 8.2(2) unless a written notice of claim is delivered by Purchaser to the Vendors:
Limitations on Indemnification; Exclusive Remedy. (i) No claims for indemnification by Buyer Indemnified Parties pursuant to Section 10A(i) or 10A(iii) shall be asserted, and no Buyer Indemnified Party shall be entitled to indemnification pursuant to Section 10A(i) or 10A(iii), (A) where the loss relating to such claim, or series of related claims, is less than $5,000, and (B) unless and until the aggregate amount of all Losses indemnifiable thereunder exceeds on a cumulative basis an amount equal to $1,000,000 (the “Deductible”), and then once such Deductible is exceeded, the Buyer may seek indemnification and the Seller Parties shall be liable only to the extent of such excess; provided, however, that such limitations shall not apply to claims for Losses based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any of the Fundamental Representations or the representations and warranties contained in Sections 5G (Tax Matters), 6H (Tax Matters), 6M (Employee Benefit Plans) or 6R (Health Care Regulatory Compliance).
