Common use of Limitations; Payments Clause in Contracts

Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Parent shall not be (i) liable for any amounts for which the Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a), unless (x) a claim is timely asserted during the survival period specified in Section 10.1(a), (y) the amount of Losses, after taking into account Section 10.6, with respect to the particular act, circumstance, development, event, fact, occurrence or omission exceeds one hundred thousand dollars ($100,000) (aggregating all such Losses arising from substantially identical facts) and (z) the aggregate amount of all Losses for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a) exceeds, on a cumulative basis, seventy-five million dollars ($75,000,000) (the "Threshold"), and then only to the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 10.2(a) to the extent indemnification payments thereunder would exceed in the aggregate two billion dollars ($2,000,000,000) (the "Maximum Indemnification Amount"); provided that the limitations in clauses (i) and (ii) shall not apply to any Losses resulting from, arising out of or relating to, the representations and warranties set forth in Sections 4.2, 4.3 and 4.9 and any such Losses or indemnification payments shall not be counted in determining whether the Threshold or Maximum Indemnification Amount have been exceeded.

Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Parent Citigroup shall not be (i) liable for any amounts for which the Purchaser Legg Mason Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a), ) unless (xA) a claim is timely asserted during the survival period specified in Section 10.1(a), (yB) the amount of Losses, after taking into account Section 10.6, Losses with respect to the particular act, circumstance, development, event, fact, occurrence or omission giving rise to such Losses exceeds one hundred thousand dollars ($100,000) 50,000 (aggregating all such Losses arising from substantially identical facts) and (zC) the aggregate amount of all Losses for which the Purchaser Legg Mason Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a) exceeds, on a cumulative basis, seventy-five million dollars ($75,000,000) 40,000,000 (the "“Citigroup Threshold"”), and then only to the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 10.2(a) to the extent indemnification payments thereunder would exceed in the aggregate two billion dollars ($2,000,000,000) 1,100,000,000 (the "Maximum “Citigroup Indemnification Amount"Cap”); provided that . Notwithstanding anything contained in this Agreement to the limitations contrary, in clauses (ino event shall a Legg Mason Indemnified Party be entitled to indemnification under Section 10.2(a) in respect of the Losses subject to Section 10.2(c), and (iiany amounts for which the Legg Mason Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(c), 10.2(d), 10.2(e) or 10.2(f) shall not apply to any Losses resulting from, arising out of or relating to, count towards the representations and warranties set forth in Sections 4.2, 4.3 and 4.9 and any such Losses or indemnification payments shall not be counted in determining whether the Citigroup Threshold or Maximum the Citigroup Indemnification Amount have been exceededCap.

Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Parent Newquay shall not not, other than with respect to any breach of any Newquay Designated Representation, be (i) liable for any amounts for which the Purchaser Pluto Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a), 10.3(a) or Section 8.1(b)(iii) unless (xA) a claim is timely asserted during the survival period specified in Section 10.1(a)) or Section 8.9, as applicable, (yB) the amount of Losses, after taking into account Section 10.6, Losses with respect to the particular act, circumstance, development, event, fact, occurrence or omission giving rise to such Losses exceeds one hundred thousand dollars ($100,000) 3,500,000 (aggregating all such Losses arising from substantially identical facts) and (zC) the aggregate amount of all Losses for which the Purchaser Pluto Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a10.3(a) or Section 8.1(b)(iii) (for the avoidance of doubt, excluding Losses that do not exceed the amount set forth in clause (B) above) exceeds, on a cumulative basis, seventy-five million dollars ($75,000,000) 35,000,000 (the "“Newquay Threshold"”), and then only to the extent of such excess, ) and (ii) required to make indemnification payments pursuant to Section 10.2(a10.3(a) or Section 8.1(b)(iii) to the extent indemnification payments thereunder would exceed in the aggregate two billion dollars ($2,000,000,000) 400,000,000 (the "Maximum “Newquay Indemnification Amount"Cap”); provided . Notwithstanding anything contained in this Agreement to the contrary, and without limiting the foregoing (including Newquay Indemnification Cap), the maximum amount of indemnifiable Losses that may be recovered from Newquay for any amounts due under Section 10.3 and Section 8.1(b)(iii) shall be $3,770,000,000 (the limitations in clauses (i) “Newquay Total Cap”). For the avoidance of doubt, the Newquay Threshold, the Newquay Indemnification Cap and (ii) the Newquay Total Cap shall not apply to any Losses resulting from, arising out of or relating to, the representations and warranties set forth remedies provided in Sections 4.2, 4.3 and 4.9 and any such Losses or indemnification payments shall not be counted Article VIII other than as provided in determining whether the Threshold or Maximum Indemnification Amount have been exceededthis Section 10.5(a).