Common use of Limitations on Indemnification - Seller Clause in Contracts

Limitations on Indemnification - Seller. Seller and AT&T Parent will not be liable, in the aggregate, for indemnification arising under Section 10.2(a) for any Losses of or to Buyer or any other person entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 (the "Threshold Amount,") provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will be liable for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.5 will apply to: (i) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (ii) Seller's breach of its representations and warranties that it has title to, and the absence of Encumbrances (other than Permitted Encumbrances) on, the Assets owned by Seller; or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a)).

Limitations on Indemnification - Seller. Seller and AT&T Parent will not be liable, in the aggregate, liable for indemnification arising under Section 10.2(a10.2 (except for indemnification claims made pursuant to subsection (d) of Section 10.2) for any Losses of or to Buyer or any other person entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 2,000,000 (the "Threshold Amount,") ), provided that in determining whether the Threshold Amount has been exceeded, there will shall not be included any Losses arising from any single claim that is less than $10,00010,000 in the aggregate. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section Section 10.4. Neither Seller nor AT&T Parent will not be liable for punitive damages assessed for Buyer's conductincidental, consequential, exemplary, special, or punitive damages. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement 10.2 in respect of all claims by all indemnified parties is $35,000,00030,000,000. Notwithstanding the preceding, neither the minimum Threshold Amount nor the maximum limits specified in this Section 10.5 will apply to: (i) to the obligation to pay post-Closing adjustments pursuant to Section 3.3; (ii) , Seller's obligation to discharge the Excluded Liabilities, or to Seller's breach of its representations and warranties that it has title toto the Assets (including Real Property), and the absence of Encumbrances (other than Permitted Encumbrances) on, the Assets owned by Seller; or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a))Threshold Amount will not apply as otherwise provided in this Agreement.

Limitations on Indemnification - Seller. (a) Notwithstanding any other provision in this Agreement, and in addition to the limitations set forth above, Seller will have no liability (for indemnification or otherwise) with respect to any breach of any of Seller's representations and AT&T Parent warranties of which Buyer had actual knowledge on the date such representation and warranty is made or deemed made (including on the Closing Date). (b) Notwithstanding any other provision in this Agreement, and in addition to the limitations set forth above, (i) Seller will not be liablehave no liability (for indemnification or otherwise) under Section 10.2 or Article 11 unless and until the monetary value of the Adverse Consequences suffered by the Buyer Indemnitees, in the aggregate, for indemnification arising under Section 10.2(a) for any Losses of or to exceeds U.S.$200,000, in which event the relevant Buyer or any other person Indemnitees shall only be entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the recover amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 (the "Threshold Amount,") provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will be liable for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,000. Notwithstanding the precedingSeller's indemnification obligations hereunder that are in excess of U.S.$200,000, neither the minimum nor maximum limits specified in this Section 10.5 will apply to: (i) the obligation to pay post-Closing adjustments pursuant to Section 3.3; and (ii) Seller's breach of its representations and warranties that it has title to, and maximum liability to the absence of Encumbrances Buyer Indemnitees (other than Permitted Encumbranceswith respect to claims under Article 11), in the aggregate, under this Agreement shall be the Purchase Price. (c) onNotwithstanding any other provision in this Agreement, and in addition to the Assets owned limitations set forth above, Seller will have no liability pursuant to this Article 10 and Article 11 with respect to any Liability or Adverse Consequences suffered by Seller; any Buyer Indemnitee to the extent that any Buyer Indemnitee shall already have obtained (whether pursuant to any other provision of this Article 10, Article 11 or (iiiotherwise) any 56 63 indemnification claims recovery or other compensation with respect to such Liability or Adverse Consequences from Seller. Without limiting the foregoing, Seller will have no liability pursuant to Section 10.2(b) this Article 10 and Article 11 with respect to any Liability or 10.2(c), irrespective of whether Adverse Consequences suffered by any Buyer Indemnitee to the extent that such claims also constitute claims under Section 10.2(a))Liability or Adverse Consequences relates to any Adjustment Amount paid by Seller to Buyer.

Limitations on Indemnification - Seller. Seller and AT&T Parent will not be liable, in the aggregate, for indemnification arising under Section 10.2(a) for any Losses of or to Buyer or any other person entitled to indemnification from Seller or AT&T Parent unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of 56 62 Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 4,550,000 (Four Million, Five Hundred Fifty Thousand Dollars) (the "Threshold Amount,") provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will be liable for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,00090,500,000 (Ninety Million, Five Hundred Thousand Dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.5 will apply to: (i) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (ii) Seller's breach of its representations and warranties that it has title to, and the absence of Encumbrances (other than Permitted Encumbrances) on, the Assets owned by Seller; or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a)).

Limitations on Indemnification - Seller. Seller and AT&T Parent will not be liable, in the aggregate, for indemnification arising under Section 10.2(a) for any Losses of or to Buyer or any other person entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 (the "Threshold Amount,") provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will be liable for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.5 will apply to: (i) the obligation to pay post-Closing adjustments pursuant to Section 3.33.4; (ii) Seller's breach of its representations and warranties that it has title to, and the absence of Encumbrances (other than 62 69 Permitted Encumbrances) on, the Assets owned by Seller; or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a)).

Limitations on Indemnification - Seller. Seller and AT&T Parent will not be liable, in the aggregate, for indemnification arising under Section 10.2(a) for any Losses of or to Buyer or any other person entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 2,700,000 (the "Threshold Amount,") provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will be liable for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,00053,500,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.5 will apply to: (i) the obligation to pay post-Closing adjustments pursuant to Section 3.33.4; (ii) Seller's breach of its representations and warranties that it has title to, and the absence of Encumbrances (other than 62 69 Permitted Encumbrances) on, the Assets owned by Seller; or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a)).

Limitations on Indemnification - Seller. (a) Notwithstanding any other provisions in this Agreement, and in addition to the limitations set forth above, Seller will have no liability (for indemnification or otherwise) with respect to any breach of any of Seller's representations and AT&T Parent warranties of which Buyer had actual knowledge on the date such representation and warranty is made or deemed made (including on the Closing Date). (b) Notwithstanding any other provision in this Agreement, and in addition to the limitations set forth above, (i) Seller will not be liablehave no liability (for indemnification or otherwise) under Section 10.2 or Article 11 unless and until the monetary value of the Adverse Consequences suffered by the Buyer Indemnitees, in the aggregate, for indemnification arising under Section 10.2(a) for any Losses of or to exceeds U.S.$200,000, in which event the relevant Buyer or any other person Indemnitees will only be entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the recover amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 (the "Threshold Amount,") provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will be liable for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,000. Notwithstanding the precedingSeller's indemnification obligations hereunder that are in excess of U.S.$200,000, neither the minimum nor maximum limits specified in this Section 10.5 will apply to: (i) the obligation to pay post-Closing adjustments pursuant to Section 3.3; and (ii) Seller's breach of its representations and warranties that it has title to, and maximum liability to the absence of Encumbrances Buyer Indemnitees (other than Permitted Encumbranceswith respect to claims under Article 11), in the aggregate, under this Agreement shall be the Purchase Price. (c) onNotwithstanding any other provision in this Agreement, and in addition to the Assets owned limitations set forth above, Seller will have no liability pursuant to this Article 10 and Article 11 with respect to any Liability or Adverse Consequences suffered by Seller; any Buyer Indemnitee to the extent that any Buyer Indemnitee shall already have obtained (whether pursuant to any other provision of this Article 10, Article 11 or (iiiotherwise) any 56 63 indemnification claims recovery or other compensation with respect to such Liability or Adverse Consequences from Seller. Without limiting the foregoing, Seller will have no liability pursuant to Section 10.2(b) this Article 10 and Article 11 with respect to any Liability or 10.2(c), irrespective of whether Adverse Consequences suffered by any Buyer Indemnitee to the extent that such claims also constitute claims under Section 10.2(a))Liability or Adverse Consequences relates to any Adjustment Amount paid by Seller to Buyer.

Limitations on Indemnification - Seller. Seller and AT&T Parent will not be liable, in the aggregate, liable for indemnification arising under Section 10.2(a10.2 (except for indemnification claims made pursuant to subsection (d) of Section 10.2) for any Losses of or to Buyer or any other person entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 1,000,000 (the "Threshold Amount,") ), provided that in determining whether the Threshold Amount has been exceeded, there will shall not be included any Losses arising from any single claim that is less than $10,00010,000 in the aggregate. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section Section 10.4. Neither Seller nor AT&T Parent will not be liable for punitive damages assessed for Buyer's conductincidental, consequential, exemplary, special, or punitive damages. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement 10.2 in respect of all claims by all indemnified parties is $35,000,00015,000,000. Notwithstanding the preceding, neither the minimum Threshold Amount nor the maximum limits specified in this Section 10.5 will apply to: (i) to the obligation to pay post-Closing adjustments pursuant to Section 3.3; (ii) , Seller's obligation to discharge the Excluded Liabilities, or to Seller's breach of its representations and warranties that it has title toto the Assets (including Real Property), and the absence of Encumbrances (other than Permitted Encumbrances) on, the Assets owned by Seller; or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a))Threshold Amount will not apply as otherwise provided in this Agreement.

Limitations on Indemnification - Seller. Seller and AT&T Parent will not be liable, in the aggregate, liable for indemnification arising under Section 10.2(a) for any Losses of or to Buyer or any other person entitled to indemnification from Seller unless the amount of such Losses for which Seller and AT&T Parent would, but for the provisions of this Section 10.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 2,700,000 (the "Threshold Amount,") provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller and AT&T Parent will be liable, jointly and severally, severally liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Seller receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will not be liable for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller and its Affiliates (including AT&T Parent) will be required to pay for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,00053,500,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.5 will apply to: (i) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (ii) Seller's breach of its representations and warranties that it has title to, and the absence of Encumbrances (other than Permitted Encumbrances) on, the Assets owned by Seller; or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a)).

Limitations on Indemnification - Seller. 11.5.1 Seller and AT&T Parent will not be liable, in the aggregate, liable for indemnification arising solely under Section 10.2(a11.2(a)(i) for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this Section 11.5 as "Buyer Damages") unless the amount of such Losses Buyer Damages for which Seller and AT&T Parent would, but for the provisions of this Section 10.511.5, be liable plus the amounts for which Seller's Affiliates would be liable under Section 10.2(a) of the Related Agreement (disregarding the provisions of Section 10.5 of the Related Agreement) exceeds, on an aggregate basis, $1,750,000 (the "Threshold Amount,") provided that 10,000, in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, which case Seller and AT&T Parent will be liable, jointly and severally, liable for the full amount of all Losses (including any single claims for Losses of less than $10,000)such Buyer Damages, which amount will be due and payable within 15 days after the later Seller's receipt of (a) the date Seller receives a statement therefor and (b) along with reasonable substantiating documentation. Buyer Damages otherwise payable will be reduced to the date an Action extent of proceeds, if any, received by Buyer of any insurance policy with respect to the same matter that gave rise to such Losses is settled Buyer Damages (if not otherwise taken into account in calculating such Buyer Damages). 11.5.2 Buyer will not seek nor be entitled to consequential damages or decided in accordance with section 10.4. Neither Seller nor AT&T Parent will be liable damages for punitive damages assessed for Buyer's conduct. The maximum aggregate amount that Seller loss profits and its Affiliates (including AT&T Parent) will be required to pay any claim for indemnification arising under Section 10.2(a) of this Agreement and Section 10.2(a) of the Related Agreement in respect of all claims by all indemnified parties is $35,000,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.5 11, nor will apply to: (i) it accept payment of any award or judgment against Seller to the obligation to pay post-Closing adjustments pursuant to Section 3.3; (ii) Seller's breach of its representations and warranties extent that it has title to, and the absence of Encumbrances (other than Permitted Encumbrances) on, the Assets owned by Seller; such award or (iii) any 56 63 indemnification claims pursuant to Section 10.2(b) judgment includes consequential damages or 10.2(c), irrespective of whether such claims also constitute claims under Section 10.2(a))damages for lost profits.