Specified Claims Indemnification Sample Clauses

Specified Claims Indemnification. (a) Effective from and after the SoftBank US Mergers Effective Time, SoftBank shall fully indemnify T-Mobile and its subsidiaries (including the SoftBank Surviving Entity, the Surviving Corporation and their respective subsidiaries) and each of its and their respective successors and assigns (each, a “Section 9.4 Indemnitee”) against and shall hold each of them harmless from (i) any and all damages payable to a third party pursuant to a final, non-appealable judgment, and other monetary Losses incurred or suffered by any such Section 9.4 Indemnitee (including amounts incurred or suffered by Sprint or any of its subsidiaries prior to the Closing Date, in accordance with (and subject to) Section 9.4(a)(i) of the Sprint Disclosure Letter) arising out of, attributable to or resulting from any third-party Action arising out of, attributable to or resulting from the matters set forth on Section 9.4(a)(i) of the Sprint Disclosure Letter, and (ii) the loss of value to T-Mobile and its subsidiaries (including the SoftBank Surviving Entity, the Surviving Corporation and their respective subsidiaries) arising out of, attributable to or resulting from any loss, termination, cancellation or other cessation of access to any spectrum owned, held, leased or licensed by, or otherwise made available to, Sprint or any of its subsidiaries as of the Amendment Effective Date (any such spectrum, the “Lost Spectrum”) that arises out of, is attributable to or results from the matters set forth on Section 9.4(a)(i)(B) of the Sprint Disclosure Letter, which such loss of value shall be determined in accordance with Section 9.4(a)(ii) of the Sprint Disclosure Letter (the matters set forth in (i) and (ii) together, the “Specified Claims”); provided that until the aggregate amount of all Losses for which indemnification is available under this Section 9.4 for the Specified Claims set forth on Section 9.4(a)(i)(B) of the Sprint Disclosure Letter exceeds $200,000,000, SoftBank shall only bear 50% of such Losses up to an aggregate of $200,000,000 of Losses. For clarity, if the aggregate amount of all Losses for which indemnification is available under this Section 9.4 for the Specified Claims set forth on Section 9.4(a)(i)(B) of the Sprint Disclosure Letter exceeds $200,000,000, SoftBank shall bear 100% of such Losses in excess of $200,000,000. Notwithstanding anything to the contrary in this Section 9.4, the maximum amount of all Losses for which indemnification is available under this Se...