Common use of Liability Limits Clause in Contracts

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T Parties and the AT&T Newcos, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T Verizon Parties and the AT&T NewcosVerizon Lessors, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 50,560.00 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 50,560,000.00 (the “Representations and Warranties Deductible”), after which the AT&T Verizon Parties and the AT&T NewcosVerizon Lessors, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v11.1(a)(iii) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 10,112,000.00 (the “Pre-Closing Claims Deductible”), after which the AT&T Verizon Parties and the AT&T NewcosVerizon Lessors, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Verizon Parties or the AT&T Newcos Verizon Lessors be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 252,800,000.00 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Verizon Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Verizon Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Verizon Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and Claim, provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, the AT&T Parties and the AT&T Newcos, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party except with respect to the Extended Representations and Fundamental Representations (to which subclauses (i) any single Claim less than $40,000 and (each, a “De Minimis Claim”ii) under of this Section 11.1(a)(i9.5(a) or Section 11.1(b)(ishall not apply), (iii) any Claims the Parent Indemnified Parties shall not make a claim against the Stockholders or Optionholders for indemnification under Section 11.1(a)(i9.1(a) or Section 11.1(b)(i) hereof for Parent Losses unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis ClaimsParent Losses under Section 9.1(a) hereof exceeds an amount equal to $42,000,000 815,500 (the “Representations and Warranties DeductibleParent Threshold”), after which and if such Parent Losses exceed the AT&T Parties and Parent Threshold, the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Parent Indemnified Parties for shall be entitled to the entire amount of all such Claims Parent Losses, subject to the other provisions of this Agreement; and (excluding amounts associated with De Minimis Claimsii) in excess the right of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Parent Indemnified Parties to recover for all such Claims in excess of the Pre-Closing Claims Deductible. In no event any Parent Losses pursuant to Section 9.1(a) hereof shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than not exceed $242,500,000 in the aggregate 24,375,000.00 (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) Parent Indemnified Parties shall be entitled to recover for, and the Parent Threshold and the Cap shall not apply to any Claims resulting from Parent Losses with respect to any breach of or arising out inaccuracy in any of the Extended Representations or Fundamental Representations or any claim against the Stockholders or Optionholders for indemnification under any of the provisions of Section 9.1 other than Section 9.1(a); provided, however, that (x) the aggregate liability of the Stockholders and Optionholders under this Agreement (including for the avoidance of doubt Section 10.6), any Ancillary Agreement or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby, shall not exceed the Aggregate Merger Consideration, and in no event shall any Stockholder or Optionholder be liable for any amount in respect of Parent Losses in excess of the Aggregate Merger Consideration proceeds actually received by such Stockholder or Optionholder, (y) no individual Stockholder or Optionholder shall be liable for any amount in excess of such Stockholder’s or Optionholder’s Allocation Percentage of any particular Parent Loss under this Agreement (including for the avoidance of doubt Section 10.6), any Ancillary Agreement or any other agreements, certificates or other instruments executed and delivered in connection with this Agreement or the transactions contemplated hereby, and (z) no Stockholder or Optionholder shall be liable to any Parent Indemnified Party: (A) for the breach by any other Stockholder or Optionholder of the representations, warranties, covenants and agreements of such other Stockholder or Optionholder set forth in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby), including, for the avoidance of doubt, any failure by any such other Stockholder or Optionholder to comply with its obligations under Section 6.15 hereof, (B) if any representations, warranties, covenants and agreements made by any other Stockholder or Optionholder in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby) are ultimately determined to be unenforceable against such other Stockholder or Optionholder, or if any such agreements, certificates or other instruments (including any Letter of Transmittal) are ultimately determined not to comply with any applicable Laws, or (C) fraud by any other Person (in which case a claim for actual fraud may be asserted solely against the Person who committed such actual fraud and no other Stockholder or Optionholder shall be liable for the actual fraud committed by such other Person), and notwithstanding anything to contrary in this Agreement (including Section 9.5(b)), any claim for indemnification with respect to breaches of any representations, warranties, covenants and agreements made by a particular Stockholder or Optionholder in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the Specified Representations transactions contemplated hereby), or with respect to any alleged actual fraud committed by a particular Stockholder or Optionholder, must be asserted by the Parent Indemnified Parties directly against such particular Stockholder or Optionholder directly, and Warranties or due to fraud, by or on behalf of not against the Indemnifying PartyEscrow Fund. (b) Notwithstanding anything Subject to the contrary limitations in this AgreementSection 9.5(a), Acquiror and all claims for indemnification for Parent Losses shall be paid first, from the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and Escrow Fund until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds Escrow Fund is depleted and then by the Representations Stockholders and Warranties DeductibleOptionholders, after which Acquiror severally and the Tower Operator, collectively, shall only be required not jointly and pro rata in proportion to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Partytheir respective Allocation Percentages. (c) Notwithstanding anything to Any material, materiality, “Material Adverse Effect” or “Company Material Adverse Effect” qualifications in the contrary in this Article 11representations, in no event warranties, covenants and agreements shall an Indemnifying Party have liability to any Indemnified Party be disregarded for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that purposes of calculating the foregoing shall not limit recovery for diminution in value amount of an asset as a result of a breachParent Losses hereunder.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, the AT&T Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 10.1 unless and until the AT&T Newcos, collectively, Buyer Indemnified Parties shall have no obligation suffered Buyer Losses in excess of $1,500,000 (the “Threshold Amount”) in the aggregate, in which case the Buyer Indemnified Parties shall only be entitled to indemnify recover the amount of Buyer Losses in excess of the Threshold Amount; provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (including any obligation i) pursuant to make any payments toSections 10.1(a)(i) any Acquiror Indemnified Party with respect to the Fundamental Representations, (ii) pursuant to Article XII, (iii) pursuant to Section 10.1(a)(ii) with respect to covenants to be performed after the Closing, (iv) pursuant to Section 10.1(a)(iii) or (v) for fraud, in each case, shall not be subject to the Threshold Amount; (b) in no event shall the aggregate amount of indemnity required to be paid by the Seller pursuant to Section 10.1 or otherwise exceed the Indemnity Escrow Amount (the “Buyer Cap”); provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Section 10.1(a)(i) with respect to the Fundamental Representations, (ii) pursuant to Article XII, (iii) pursuant to Section 10.1(a)(ii) with respect to covenants to be performed after the Closing, (iv) pursuant to Section 10.1(a)(iii) or (v) for fraud ((i)-(v), the “Special Indemnities”), in each case, shall not be subject to the Buyer Cap but shall in no event exceed the Purchase Price; (c) notwithstanding anything set forth herein to the contrary, other than indemnification obligations of the Seller with respect to the Special Indemnities, (i) any single Claim less than $40,000 (each, a “De Minimis Claim”) indemnification obligation of the Seller under Section 11.1(a)(i) or Section 11.1(b)(i), this Agreement shall be satisfied solely from the Indemnity Escrow Fund and (ii) if the Indemnity Escrow Fund is insufficient to satisfy the Buyer Losses, then the Buyer Losses in question will remain unsatisfied; (d) notwithstanding anything set forth herein to the contrary, all the indemnification obligations of the Seller (including with respect to the Special Indemnities) shall be first paid out of (and otherwise reduce the remaining amount of) the Indemnity Escrow Fund before any Claims under Section 11.1(a)(iclaim is made against any other Person thereafter; (e) or Section 11.1(b)(i) unless and until for purposes of computing the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds indemnifiable claims against the Seller, the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by the Seller pursuant to $42,000,000 (Section 10.1 shall be limited to, the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), Buyer Losses that remain after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to deducting therefrom (i) any De Minimis Claim under Section 11.2(a)(i) third party insurance proceeds, and any indemnity, contributions or Section 11.2(b)(i) other similar payment actually received from any third party with respect thereto, and (ii) any Claims under Section 11.2(a)(inet Tax benefit (calculated without regard to any Transaction Deductions) actually realized in the taxable year of the indemnification payment by a Buyer Indemnified Party or Section 11.2(b)(iany Affiliate thereof with respect to the Buyer Losses or items giving rise to such claim for indemnification; (f) unless and until the aggregate amount of indemnity payable pursuant to Section 10.1 with respect to any Buyer Loss shall be reduced to the extent such Claims Buyer Loss is reflected on the Closing Date Indebtedness Statement or the Final Closing Statement; (excluding amounts associated with De Minimis Claimsg) exceeds the Representations and Warranties Deductiblein any claim for indemnification under this Agreement, after which Acquiror and the Tower Operator, collectively, no Party shall only be required to indemnify the AT&T Indemnified Parties any Person for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequentialpunitive, special, incidental, indirect exemplary or punitive consequential damages, lost profits including loss of profit or similar itemsrevenue, in each case any multiple of reduced cash flow, interference with operations, or loss of tenants, lenders, investors or buyers, except as actually to the extent for amounts paid to a claimant in third party where any of the foregoing are awarded pursuant to a Third Party Claim that is subject to indemnification hereunder; (h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article X shall be required to use commercially reasonable efforts to mitigate such Loss including taking any actions reasonably requested by the Indemnifying Party and provided that the foregoing an Indemnifying Party shall not limit recovery be liable for diminution any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate; provided, that an Indemnified Party’s obligation to mitigate any Loss shall not include any obligation or requirement that (i) such Indemnified Party or any of his or its Affiliates assume or incur any material Liability or (ii) would reasonably be expected to materially disrupt, or otherwise materially affect the business or operations of such Indemnified Party or any of his or its Affiliates; (i) in value of an asset as any case where a result Buyer Indemnified Party recovers from any third party any net amount in respect of a breachmatter with respect to which the Seller has indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Seller the amount so recovered; and (j) any indemnity payment under this Agreement pursuant to this Article X shall be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T T‑Mobile Parties and the AT&T NewcosT‑Mobile SPEs, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Crown Indemnified Party with respect to (i) any single Claim less than $40,000 25,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i), (ii) any Claims under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with including De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 25,000,000 (the “Pre-Closing Claims Representations and Warranties Deductible”), after which the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall only be required to indemnify liable for all such Claims in excess of the Acquiror Indemnified Representations and Warranties Deductible, (iii) any Claims under Section 12.1(a)(v) unless and until the aggregate amount of such Claims exceeds $5,000,000 (the “Pre-Closing Liabilities Deductible”), after which the T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be liable for all such Claims in excess of the Pre-Closing Liabilities Deductible, and (iv) any Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i)12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than $242,500,000 in the aggregate indemnification (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(ax) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in this sentence of Section 12.5. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror Crown and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T T‑Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i) and 12.2(b)(i), (ii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror Crown and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties Deductible and (iii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i)12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(bindemnification (x) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything , shall not be subject to the contrary limitations set forth in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value sentence of an asset as a result of a breach.Section 12.5

Liability Limits. Notwithstanding anything contained in this Agreement to the contrary, the rights to indemnification under this Agreement are limited as follows: (a) Notwithstanding anything to the contrary in The Purchaser Indemnified Parties shall not make a claim for indemnification under this Agreement, the AT&T Parties and the AT&T Newcos, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) Article X for Purchaser Losses unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) Purchaser Losses exceeds an amount equal to $42,000,000 200,000 (the “Representations and Warranties DeductiblePurchaser Basket”), after in which event the AT&T Purchaser Indemnified Parties may claim indemnification for Purchaser Losses to the full extent any such Purchaser Losses, up to a maximum of the Escrow Amount. Notwithstanding the foregoing, the Purchaser Indemnified Parties’ right to seek indemnification hereunder for (i) any Purchaser Losses that relate to any breach of the representations and the AT&T Newcoswarranties made in Sections 4.1 (Organization and Power), 4.2(a) (Authorization), 4.3 (Capitalization), 4.8 (Taxes), 4.12 (Brokerage), 4.15 (Company Benefit Plans) and 4.20 (Environmental) or (ii) any claims under Section 10.1(d), (f), (g) and (h) (subclauses (i) and (ii), collectively, the “Purchaser Basket Exclusions”) shall only not be required subject to indemnify the Acquiror Purchaser Basket. (b) The Member Indemnified Parties shall not make a claim for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims indemnification under Section 11.1(a)(v) this Article X for Member Losses unless and until the aggregate amount of such Claims Member Losses exceeds an amount equal to $8,400,000 200,000 (the “Pre-Closing Claims DeductibleMember Basket”), after in which event the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Member Indemnified Parties may claim indemnification for all Member Losses to the full extent of any such Claims in excess Member Losses, up to a maximum of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”)1,000,000. Notwithstanding the foregoing, the limitations set forth Member Indemnified Parties’ right to seek indemnification hereunder for any Member Losses that relate to any breach of the representations and warranties made in this Section 11.5(aSections 5.1 (Organization and Power), 5.2(a) (Authorization) and 5.7 (Brokerage) the “Member Basket Exclusion”) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything be subject to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying PartyMember Basket. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Notwithstanding anything to the contrary in this AgreementAgreement (except Section 9.5(d)), the AT&T Parties and the AT&T Newcos, collectively, SM shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Buyer Indemnified Party with respect to to: (i) any single or series of related or similar Claim less than $40,000 0.015% of the Consideration Base Amount (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i9.1(a)(i), ; (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i9.1(a)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 1.0% of the Consideration Base Amount (the “Representations and Warranties DeductibleThreshold”), after which the AT&T Parties and the AT&T Newcos, collectively, SM shall only be required to indemnify the Acquiror Buyer Indemnified Parties for all such Claims from the first dollar (excluding amounts associated with De Minimis Claims) and, in excess no event, shall SM be required to indemnify the Buyer Indemnified Parties under Section 9.1(a)(i) for more than 3.0% of the Representations and Warranties Deductible and Consideration Base Amount in the aggregate (the “Cap”); (iii) any Claims under Section 11.1(a)(vSections 9.1(a)(iii) and 9.1(a)(iv) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 1.0% of the Consideration Base Amount (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, SM shall only be required to indemnify the Acquiror Buyer Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall ; and (iv) any Claims relating to a specific Portfolio Site in excess of fifty percent (50.0%) of the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i)Allocated Site Consideration for such Portfolio Site; provided, taken togetherhowever, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoingthat, the limitations set forth in this Section 11.5(a9.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, Buyer shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T SM Indemnified Party with respect to to: (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) 9.2(a)(i); and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i9.2(a)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties DeductibleThreshold, after which Acquiror and the Tower Operator, collectively, Buyer shall only be required to indemnify the AT&T SM Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible). In no event shall Acquiror or the Tower Operator Buyer be required to indemnify the AT&T SM Indemnified Parties under Section 11.2(a)(i9.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b9.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11IX, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided Claim, provided, however, that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach. (d) Sections 9.5(a), (b), and (c) shall not apply to Claims for Taxes.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T The Purchaser Indemnified Parties and the AT&T Newcos, collectively, shall have no obligation to indemnify (including any obligation to may not make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 (each, a “De Minimis Claim”) claim for indemnification under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) 10.1 for Purchaser Losses unless and until the aggregate amount of Purchaser Losses for which the Purchaser Indemnified Parties are entitled to seek indemnification under this ARTICLE X (excluding, in the case of breaches of the [****], the [****] portion of such Claims (excluding amounts associated Purchaser Losses for which the Equity Holders are responsible in accordance with De Minimis ClaimsSection 10.5(b)) exceeds an amount equal to $42,000,000 [****] (the “Representations and Warranties Deductible”), after in which the AT&T Parties and the AT&T Newcoscase, collectively, shall only be required to indemnify the Acquiror such Purchaser Indemnified Parties shall be entitled to indemnification for all such Claims (excluding amounts associated with De Minimis Claims) Purchaser Losses in excess of the Representations and Warranties Deductible and (iiibut not including) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”)amounts. Notwithstanding the foregoing, in no event shall the limitations set forth in this Section 11.5(a) shall not Deductible apply to (i) any Claims resulting from or arising out of claims with respect to breaches of the Specified Fundamental Representations and Warranties or due to fraudthe [****], by (ii) [****], (iii) any claims for fraud or on behalf intentional misrepresentation or claims involving the filing of the Indemnifying Partyformal charges for criminal misconduct, or (iv) for avoidance of doubt, any indemnification claims under Section 6.15 or Sections 10.1(b-f). (b) Notwithstanding anything any other provision hereof to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to contrary: (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) claims by the Purchaser Indemnified Parties for Purchaser Losses for breaches of the [****] shall be borne [****] by the Purchaser and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and [****] by the Equity Holders until the aggregate amount of such Claims Purchaser Losses caused by any breaches of the [****] (excluding amounts associated the [****] portion for which the Equity Holders are responsible), when aggregated with De Minimis Claims) exceeds any other Purchaser Losses for which the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Purchaser Indemnified Parties for all such Claims are entitled to seek indemnification under ARTICLE X (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations except as set forth in the following clause (ii)), exceed the Deductible; and (ii) the maximum aggregate amount of Damages that may be collected pursuant to the [****] (without giving effect to the Deductible) shall be [****] (the “Subcap”), it being acknowledged and agreed that no such indemnification claims subject to the Subcap under this Section 11.5(b10.5(b)(ii) shall not apply toward the Deductible. For the avoidance of doubt, following the Purchaser Losses in respect of [****] exceeding the Subcap and the aggregate Purchaser Losses exceeding the Deductible, the Purchaser shall be entitled to seek any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything additional Damages that may be incurred in relation to the contrary in [****], pursuant to this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.ARTICLE X.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, the AT&T Parties and the AT&T Newcos, collectively, shall have no obligation to indemnify indemnify, defend and hold the Buyer Indemnified Parties harmless will be limited as follows: (a) no amounts of indemnity will be payable pursuant to Section 10.01 unless and until the Buyer Indemnified Parties will have suffered Buyer Losses in excess of $3,000,000 (the “Deductible”) in the aggregate, in which case, indemnification shall, subject to the other limitations set forth in this Agreement (including any obligation Section 10.05(b) below), be available for Buyer Losses in excess of the Deductible; provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to make any payments toSection 10.01(a)(i) any Acquiror Indemnified Party with respect to the Fundamental Representations, or (ii) pursuant to Section 10.01(a)(ii), 10.01(a)(iii) and 10.01(a)(iv), in each case, will not be subject to the Deductible; (b) no amounts of indemnity will be payable pursuant to Section 10.01 unless and until the Buyer Indemnified Parties will have suffered Buyer Losses in excess of $1,500,000 (the “Threshold Amount”) in the aggregate in excess of the Deductible, in which case the Buyer Indemnified Parties will be entitled to recover the full amount of Buyer Losses in excess of the Deductible from the first dollar; provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Section 10.01(a)(i) with respect to the Fundamental Representations, or (ii) pursuant to Section 10.01(a)(ii), 10.01(a)(iii) and 10.01(a)(iv), in each case, will not be subject to the Threshold Amount; (c) in no event will the aggregate amount of indemnity required to be paid to the Buyer Indemnified Parties pursuant to this Agreement exceed the Indemnity Escrow Amount; (d) notwithstanding anything set forth herein to the contrary, (i) any single indemnification obligation of the Equityholders under this Agreement will be satisfied solely from the Indemnity Escrow Funds and (ii) if the Indemnity Escrow Funds are insufficient to satisfy the Buyer Losses and the Buyer Indemnified Parties do not have recourse therefor under the R&W Insurance Policy, then the Buyer Losses in question will remain unsatisfied; (e) for purposes of computing the aggregate amount of indemnifiable claims (i) the amount of each claim for Buyer Losses by a Buyer Indemnified Party will be deemed to be an amount equal to, and any payments from the Indemnity Escrow Funds pursuant to Section 10.01 will be limited to, the amount of such Buyer Losses and (ii) against Buyer, the amount of each claim for Equityholder Losses by an Equityholder Indemnified Party will be deemed to be an amount equal to, and any payments by Buyer pursuant to Section 10.02 will be limited to, the amount of such Equityholder Losses, in each of clause (i) and (ii), that remain after deducting therefrom (x) any third party insurance proceeds actually received (net of any deductible or related expenses in pursuing such insurance proceeds), and any indemnity, contributions or other similar payment actually received from any third party with respect thereto, and (y) any net cash Tax benefit actually realized in the taxable year of the indemnification payment or any prior taxable year by a Buyer Indemnified Party or any Affiliate thereof with respect to the Buyer Losses or items giving rise to such claim for indemnification; (f) the amount of indemnity payable pursuant to Section 10.01 with respect to any Buyer Loss will be reduced to the extent such Buyer Loss is included in the calculation of Closing Merger Consideration; (g) in any claim for indemnification under this Agreement, no party will be required to indemnify any Person for punitive, special, or exemplary damages, except to the extent for amounts paid to a third party where any of the foregoing are awarded pursuant to a Third Party Claim less than $40,000 that is subject to indemnification hereunder; (eachh) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this ARTICLE X will be required to use commercially reasonable efforts to mitigate such Loss including taking any actions reasonably requested by the Indemnifying Party and an Indemnifying Party will not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate; provided, that an Indemnified Party’s obligation to mitigate any Loss will not include any obligation or requirement that (i) such Indemnified Party or any of his or its Affiliates assume or incur any material liability or (ii) would reasonably be expected to materially disrupt, or otherwise materially affect the business or operations of such Indemnified Party or any of his or its Affiliates; (i) in any case where a Buyer Indemnified Party recovers from any third party any net amount (or receives any net cash Tax benefit as described in Section 10.05(e)(y)) in respect of a matter with respect to which the Equityholders have indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party will promptly pay over to the Representative (on behalf of the Equityholders) the amount so recovered (or the amount of such net cash Tax benefit received, as applicable); (j) in no event shall any Buyer Indemnified Party have any right to indemnification under this Section 10.05 to the extent that the applicable Losses are attributable to Taxes (i) arising in any taxable period (or portion thereof) beginning after the Closing Date (“De Minimis ClaimPost-Closing Tax Period”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset incurred as a result of any transaction outside the ordinary course of business occurring on the Closing Date after the Closing (and for this purpose, the time of Closing shall be determined without regard to the final sentence of Section 2.01), (iii) arising due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or other Tax attributes from a breachtaxable period (or portion thereof) ending on or before the Closing Date, (iv) that were included in the calculation of Closing Merger Consideration or (v) that are attributable to the manner in which Buyer finances the Transactions; and (k) any indemnity payment under this Agreement pursuant to this ARTICLE X will be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes. Nothing in this Agreement will limit the liability of a party to another party for fraud.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold harmless any Buyer Indemnified Party from Liability shall be limited, in the AT&T aggregate, as follows: (i) With respect to Liability due to Section 8.1(a) or Section 8.1(b) of this Agreement, except as otherwise provided, Seller’s obligation to indemnify, defend and hold harmless the Buyer Indemnified Parties shall not arise (i) for any individual Liability totaling less than Two Hundred Fifth Thousand Dollars (US$250,000) or (ii) unless and until, after taking into account the AT&T Newcosother limitations of this Section 8.4, collectively, the Buyer Indemnified Parties shall have no obligation suffered Liabilities indemnifiable under Section 8.1(a) or Section 8.1(b) which, in the aggregate, exceed one percent (1%) of the Purchase Price, in which case the Buyer Indemnified Parties shall then be entitled to indemnify (recover the full amount of all Liabilities indemnifiable under Section 8.1(a) or Section 8.1(b) including any obligation individual Liability totaling less than Two Hundred Fifty Thousand Dollars (US$250,000); provided, that in no event shall the aggregate amount required to be paid by Seller to all Buyer Indemnified Parties entitled to indemnity with respect to Liability under Section 8.1(a) or Section 8.1(b), except as otherwise provided, exceed an amount equal to ten percent (10%) of the Purchase Price. The foregoing limitations shall not apply to a claim for indemnification to the extent such claim is based upon a breach of any of the Tax Representations, Tax covenants to make any payment or reimbursement contained in Sections 5.14(a) through 5.14(d), or as a result of any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement. (ii) for purposes of computing the aggregate amount of Liability indemnifiable by Seller, the amount of each Claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller under Section 8.1(a) or Section 8.1(b) shall be limited to) , the amount of Liability that remains after deducting therefrom any Acquiror third Person insurance proceeds and any indemnity, contributions or other similar payment actually received by a Buyer Indemnified Party with respect to (i) any single Claim less than $40,000 (each, a “De Minimis such Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this AgreementIN ANY CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, Acquiror and the Tower OperatorNO PARTY SHALL BE REQUIRED TO INDEMNIFY ANY INDEMNIFIED PARTY FOR SPECIAL, collectivelyPUNITIVE, shall have no obligation to indemnify EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUE, ANY MULTIPLE OF REDUCED CASH FLOW, INTERFERENCE WITH OPERATIONS, OR LOSS OF LENDERS, INVESTORS OR BUYERS, EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(iOTHER THAN CLAIMS BY AN ASSIGNEE), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, each Party’s obligation to indemnify, defend and hold any Indemnified Party harmless shall be limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 11.1 unless the AT&T amount of Loss suffered by Buyer Indemnified Party related to each individual claim exceeds €139,000 (unless the single occurrence giving rise to Seller’s liability is part of a series of occurrences of the same kind arising out of the same set of facts), and then, subject to the other limitations of this Agreement, to the full extent of such claim; (b) No amounts of indemnity shall be payable pursuant to Section 11.1 unless and until, after taking into account the other limitations of this Section 11.5, Buyer Indemnified Parties and the AT&T Newcos, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) suffered indemnifiable Losses in excess of €300,000 in the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”)aggregate, after in which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror case Buyer Indemnified Parties for all shall be entitled to recover only such Claims Losses in excess of the Pre-Closing Claims Deductible. such amount; (c) In no event shall the AT&T Parties or the AT&T Newcos be aggregate amount of indemnity required to indemnify the Acquiror be paid by Seller to all Buyer Indemnified Parties under exceed an amount equal to fifteen percent (15%) of the Purchase Price as adjusted pursuant to Section 11.1(a)(i3.2; (d) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations The limitation amounts set forth in this Section Sections 11.5(a), 11.5(b) and 11.5(c) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) claims for Losses incurred by Buyer Indemnified Parties resulting from any De Minimis Claim under Section 11.2(a)(i) fraud or Section 11.2(b)(i) and willful misconduct of Seller in connection with this Agreement or the Seller Ancillary Documents, or (ii) any Claims under Section 11.2(a)(iclaims for indemnification relating to an Excluded Liability; (e) or Section 11.2(b)(i) unless and until For purposes of computing the aggregate amount of claims against Seller, the amount of each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to Section 11.1 shall be limited to, the amount of Losses that remain after deducting therefrom (A) the amount, if any, of any accrued liability or reserve on the Financial Statements and specifically identified to such Claims Loss or category of such Loss, (B) the amount of any accrued liability or reserve included in the calculation of the Net Working Capital and specifically identified to such Loss or category of such Loss (excluding any amounts associated considered under clause (A) (C) any third party insurance proceeds paid directly by a third party to Buyer or paid by Seller to Buyer following receipt of such proceeds from a third party and any indemnity, contributions or other similar payment payable by any third party with De Minimis Claimsrespect thereto, in each case only with respect to insurance policies in existence prior to the Closing and applicable to the Transferred Assets and (D) exceeds any net Tax benefit actually recognized by a Buyer Indemnified Party or any Affiliate thereof with respect to the Representations and Warranties DeductibleLosses or items giving rise to such claim for indemnification; and (f) In any claim for indemnification under this Agreement, after which Acquiror and the Tower Operator, collectively, no Indemnifying Party shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequentialindirect, punitive, special, incidental, indirect or punitive consequential damages, lost profits nor for any loss of profit or similar itemsrevenue, in each case except as actually paid to a claimant in a Third Party Claim and provided any multiple of reduced cash flow, loss of tenants, lenders, investors or buyers incurred by such Indemnified Party; provided, however, that any of the foregoing damages shall not limit recovery for diminution in value of be indemnifiable to the extent, and only to the extent, an asset Indemnified Party is obligated to pay any such damages as a result of a breachthird party claim covered by Section 11.3(a).

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T Parties and the AT&T NewcosCumulus Parties, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Buyer Indemnified Party with respect to (ia) any single Claim or group of related Claims arising out of the same or similar facts and circumstances that result in Losses of less than $40,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i) or Section 11.1(b)(i), but solely in respect of representations and warranties that are not qualified by materiality or words of similar import, (iib) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i(including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds result in Losses in an amount equal to $42,000,000 one percent (1.0%) of the sum of (i) the Closing Initial Consideration, and (ii) any Subsequent Closing Consideration actually paid to Seller (collectively, the “Representations and Warranties Deductible”), after which the AT&T Cumulus Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) Losses in excess of the Representations and Warranties Deductible Deductible, and (iiic) any Claims under Section 11.1(a)(v11.1(a)(i) unless and until the resulting in excess of in an aggregate cumulative amount in excess of such Claims exceeds an amount equal to $8,400,000 ten percent (10%) of the “Pre-sum of (i) the Closing Claims Deductible”)Initial Consideration, after which the AT&T Parties and the AT&T Newcos, (ii) any Subsequent Closing Consideration actually paid to Seller (collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing; provided, the limitations set forth in this Section 11.5(a) shall not apply to any however, that Claims resulting from or arising for indemnification that arise out of or relate to breaches of the Specified Representations and Warranties or of Section 5.11 or due to fraudFraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation not be subject to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this sentence of Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of 11.5. Notwithstanding the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11foregoing, in no event shall an Indemnifying Party have liability to any Indemnified Party the Cumulus Parties, collectively, be liable for any consequentialLosses under this Agreement (including pursuant to this Article 11) in excess of the sum of (x) the Closing Initial Consideration, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as and (y) any Subsequent Closing Consideration actually paid to a claimant in a Third Party Seller. If any Claim may be made both under Section 11.1(a)(i) and provided that under Section 11.1(a)(v), solely for the foregoing purposes of this Section 11.5 it shall not limit recovery for diminution in value of an asset as a result of a breachbe deemed to be made only under Section 11.1(a)(v).

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, except in the AT&T case of a claim for fraud in the breach of any representation or warranty set forth in ARTICLE III or ARTICLE IV, the Equity Holders’ obligation to indemnify, defend and hold Buyer Indemnified Parties harmless, and Buyer’s obligation to indemnify, defend and hold the AT&T Newcos, collectivelyEquity Holder Indemnified Parties harmless, shall be limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 9.1(a) or Section 9.2(a) unless and until (i) each claim or series of claims arising from the same or substantially similar facts or circumstances exceeds $50,000 (the “De Minimis Threshold”) and (ii) the applicable Indemnified Parties shall have no obligation suffered Losses in excess of $3,500,000 (the “Deductible Amount”) in the aggregate, in which case such Indemnified Parties shall be entitled to indemnify (including any obligation recover only Losses in excess of the Deductible Amount; provided that amounts of indemnity for Losses pursuant to make any payments toSection 9.1(a) any Acquiror Indemnified Party or Section 9.2(a) with respect to any breach of any Company Fundamental Representation or any Buyer Fundamental Representation, as applicable, shall not be subject to the De Minimis Threshold or the Deductible Amount; (a) Any indemnification obligation of the Equity Holders pursuant to (i) this Article IX (other than any single Claim less than $40,000 (each, a “De Minimis Claim”) under Section 11.1(a)(iclaim with respect to Item 1 on Schedule 9.1(f)) or Section 11.1(b)(i), 5.4 shall be satisfied solely from the General Indemnity Escrow Fund and (ii) any Claims claim with respect to Item 1 on Schedule 9.1(f) shall be satisfied solely from the Specific Indemnity Escrow Fund; it being understood that nothing in this Section 9.5(b) shall limit Buyer’s ability to recover Buyer Losses under Section 11.1(a)(ithe Buyer Rep and Warranty Policy; (b) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be aggregate amount of indemnity required to indemnify be paid by the Acquiror Indemnified Parties under Equity Holders pursuant to Section 11.1(a)(i) 9.1 or Section 11.1(b)(i), taken together, for more otherwise (other than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party claim with respect to Item 1 on Schedule 9.1(f)) exceed the General Indemnity Escrow Fund, and if the General Indemnity Escrow Fund is insufficient to satisfy any amount of any Buyer Loss or Covered Tax (other than in connection with any claims with respect to Item 1 on Schedule 9.1(f)), then such amount of such Buyer Loss shall remain unsatisfied (solely as between the Buyer Indemnified Parties and the Equity Holders) and no Buyer Indemnified Party shall be entitled to recover any such shortfall from any Equity Holder; (c) In no event shall the aggregate amount of indemnity required to be paid by the Equity Holders pursuant to any claim with respect to Item 1 on Schedule 9.1(f) exceed the Specific Indemnity Escrow Fund, and if the Specific Indemnity Escrow Fund is insufficient to satisfy any amount of any Buyer Loss, then such amount of such Buyer Loss shall remain unsatisfied (solely as between the Buyer Indemnified Parties and the Equity Holders) and no Buyer Indemnified Party shall be entitled to recover any such shortfall from any Equity Holder; (d) In no event shall the aggregate amount of indemnity required to be paid by the Buyer and its Affiliates hereunder exceed $585,000,000; (e) The amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments from the Indemnity Escrow Fund pursuant to Section 9.1 shall be limited to, the amount of such Buyer Losses that remain after deducting therefrom (i) any De Minimis Claim under Section 11.2(a)(ithird party insurance proceeds (net of any increase in insurance premium with respect thereto) and any indemnity, contributions or Section 11.2(b)(i) other similar payment actually recovered from any third party with respect thereto and (ii) any Claims under Section 11.2(a)(iTax benefit actually realized by a Buyer Indemnified Party or any Affiliate thereof with respect to Buyer Losses or items giving rise to such claim for indemnification to the extent the Tax benefit is actually realized in the year of the Buyer Loss or item giving rise to such a claim or the following two (2) taxable years, or Section 11.2(b)(ia prior year, in each case of clauses (i) unless and until the aggregate (ii), net of any collection costs; (f) The amount of indemnity payable pursuant to Section 9.1 with respect to any Buyer Loss shall be reduced to the extent such Claims Buyer Loss is reflected on the Final Closing Statement; (excluding amounts associated with De Minimis Claimsg) exceeds the Representations and Warranties Deductible, after Any Indemnified Party that becomes aware of a Loss for which Acquiror and the Tower Operator, collectively, it seeks indemnification under this Article IX shall only be required to indemnify use commercially reasonable efforts to (i) recover for such Loss under any available third party sources of recovery (including insurance policies), and (ii) mitigate such Loss after becoming aware thereof, and an Indemnifying Party shall not be liable for any Loss to the AT&T extent that it is attributable solely to the Indemnified Parties for all Party’s failure to mitigate; (h) No Party shall be deemed to have breached any representation or warranty under this Agreement solely as a result of (i) any alteration, repeal or enactment of any Law after the Closing Date (even if such alteration, repeal or enactment is applied with retroactive effect) or (ii) any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates after the Closing Date; (i) In any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which the Equity Holders have indemnified Buyer pursuant to this Article IX, such Buyer Indemnified Party shall promptly pay over to the Escrow Agent, if during the applicable Claims Period or, to the Stockholders’ Representative (excluding amounts associated with De Minimis Claims) on behalf of the Equity Holders), if after the applicable Claims Period, the amount so recovered (but not in excess of the Representations and Warranties Deductible. In no event shall Acquiror or amount by which the Tower Operator be required Equity Holders have indemnified Buyer pursuant to indemnify this Agreement) net of any costs of recovery; (j) With respect to the AT&T matter referenced in Item 1 on Schedule 9.1(f), the Buyer Indemnified Parties shall use their commercially reasonable efforts to obtain recovery for such matter under Section 11.2(a)(i) or Section 11.2(b)(i)available insurance policies, taken togetherand shall only be permitted to recover payment from the Specific Indemnity Escrow Fund after the Buyer Indemnified Parties have used their commercially reasonable efforts to obtain such recovery; provided that, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations it is expressly understood and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided agreed that the foregoing shall not limit recovery for diminution in value any way alter the time at which, or the ability of, the Buyer Indemnified Parties would otherwise be permitted to submit a notice of an asset as indemnity claim pursuant to this Article IX; (k) With respect to the matters referenced in Item 1 on Schedule 9.1(f), the Buyer Indemnified Parties shall only bring claims for Losses related to or arising out of such matter pursuant to Section 9.1(f), and not under any other clause of Section 9.1; and (l) The liability of the Equity Holders for Buyer Losses shall be considered in the aggregate and shall be determined on a result cumulative basis so Buyer Losses incurred under this Article IX shall be combined with all other Buyer Losses incurred under this Article IX for purposes of a breachdetermining limitations on liability, including the maximum liability amounts described above.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Crown Indemnified Party with respect to (i) any single Claim less than $40,000 25,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i), (ii) any Claims under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with including De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 25,000,000 (the “Pre-Closing Claims Representations and Warranties Deductible”), after which the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall only be required to indemnify liable for all such Claims in excess of the Acquiror Indemnified Representations and Warranties Deductible, (iii) any Claims under Section 12.1(a)(v) unless and until the aggregate amount of such Claims exceeds $5,000,000 (the “Pre-Closing Liabilities Deductible”), after which the T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be liable for all such Claims in excess of the Pre-Closing Liabilities Deductible, and (iv) any Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i)12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than $242,500,000 in the aggregate indemnification (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(ax) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. , shall not be subject to the limitations set forth in this sentence of Section 12.5. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror Crown and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T T-Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i) and 12.2(b)(i), (ii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror Crown and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties Deductible and (iii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i)12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(bindemnification (x) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything , shall not be subject to the contrary limitations set forth in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value sentence of an asset as a result of a breach.Section 12.5 SECTION 12.6

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreementset forth herein, the AT&T Parent Indemnified Parties and shall not make a claim against the AT&T Newcos, collectively, shall have no obligation to indemnify Shareholders (including the Key Shareholders) or the Company for indemnification under Sections 11.1(a), 11.1(b) (except in the case of Section 11.1(b), any obligation to make any payments to) any Acquiror Indemnified Party with respect to covenants, agreements or undertakings set forth in Sections 7.1(b), 7.1 (i) any single Claim less than $40,000 d)-(o), 7.1 (eachq)-(t), a “De Minimis Claim”) under Section 11.1(a)(i7.2, 7.5, 7.9, 7.10, 7.14, 7.16 and 7.17) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) 11.2 for Losses unless and until the aggregate amount of such Claims (excluding amounts associated Losses with De Minimis Claims) respect to any claim or series of related claims for which the Parent Indemnified Parties are otherwise entitled to indemnification exceeds an amount equal to $42,000,000 1,500,000 (the “Representations and Warranties Parent Deductible”) (it being understood and agreed that the Parent Deductible is intended as a deductible), after . If the aggregate amount of Losses for which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Parent Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) are entitled to indemnification under the provisions cited in the first sentence of this Section 11.7 exceeds the Parent Deductible, the Parent Indemnified Parties shall be entitled to be paid the excess of the aggregate amount of all such Losses over the Parent Deductible, subject to the other limitations on recovery set forth in this Article XI. The total aggregate amount of the liability of the Shareholders and the Company for Losses with respect to any claims made pursuant to the provisions cited in the first sentence of this Section 11.7 shall be limited to the Escrow Amount and the sole and exclusive remedy of Parent shall be to proceed against the Escrow; provided, however, that: (i) the liability of the Shareholders for Losses arising out of or related to fraud shall not be subject to the Parent Deductible or limited to the Escrow Amount, (ii) the liability of the Shareholders for Losses arising out of or related to a breach of any of the Surviving Representations and Warranties shall not be subject to the Parent Deductible or limited to the Escrow Amount, but shall be capped at the amount of the Adjusted Merger Payment; provided further, however, Losses arising out of or related to a breach of Section 4.15(q) shall be capped at $10,250,000, and (iii) for purposes of calculating the Parent Deductible, any Claims under Section 11.1(a)(v) unless and until the aggregate amount breaches of such Claims exceeds an amount equal any representation or warranty shall be calculated without reference to $8,400,000 (the “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the AT&T Parties any materiality or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) adverse effect qualifier or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations exception set forth in this Section 11.5(a) shall not apply to any Claims resulting from such representation or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Partywarranty. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Notwithstanding anything to the contrary in this Agreement, the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Crown Indemnified Party with respect to (i) any single Claim less than $40,000 25,000 (each, a “De Minimis Claim”) under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i), (ii) any Claims under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i12.1(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with including De Minimis Claims) exceeds an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 25,000,000 (the “Pre-Closing Claims Representations and Warranties Deductible”), after which the AT&T T-Mobile Parties and the AT&T NewcosT-Mobile SPEs, collectively, shall only be required to indemnify liable for all such Claims in excess of the Acquiror Indemnified Representations and Warranties Deductible, (iii) any Claims under Section 12.1(a)(v) unless and until the aggregate amount of such Claims exceeds $5,000,000 (the “Pre-Closing Liabilities Deductible”), after which the T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be liable for all such Claims in excess of the Pre-Closing Liabilities Deductible, and (iv) any Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i12.1(a)(i) or Section 11.1(b)(i)12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than $242,500,000 in the aggregate indemnification (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(ax) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in this sentence of Section 12.5. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror Crown and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T T-Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i) and 12.2(b)(i), (ii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror Crown and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties liable for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties Deductible and (iii) any Claims under Section 11.2(a)(i12.2(a)(i) or Section 11.2(b)(i)12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, taken togetherhowever, that Claims for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(bindemnification (x) shall not apply to any Claims resulting from or arising that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything , shall not be subject to the contrary limitations set forth in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value sentence of an asset as a result of a breach.Section 12.5

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein: (a) Except for Losses based on fraud or Losses arising under Sections 9.01(a)(ii) or 9.01(a)(iii) or any breach of the representations and warranties in this Agreement, the AT&T Parties and Transition Services Agreement or failure to perform under the AT&T Newcos, collectively, shall have no obligation to indemnify terms of the Transition Services Agreement (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to which there will be no limitation), Sellers' indemnification obligations hereunder shall be limited, in the aggregate, to the Escrowed Amount. (ib) Except for Losses based on fraud or Losses arising under Sections 9.01(b)(ii), 9.01(b)(iii), 9.01(b)(iv) or 9.01(b)(v) or any single Claim less than breach of the representations and warranties in the Warrant or failure to perform under the terms of the Warrant (with respect to which there will be no limitation), Purchasers' and Parent's indemnification obligations hereunder shall be limited, in the aggregate, to $40,000 600,000.00. (eachc) Except for Losses based on fraud, a “De Minimis Claim”the indemnification provisions of this Article IX are the sole and exclusive remedy of any Purchaser Indemnified Party for breach of any of Sellers' representations or warranties contained herein. (d) Except for Losses based on fraud, the indemnification provisions of this Article IX are the sole and exclusive remedy of any Seller Indemnified Party for breach of any of Parent or Purchasers' representations or warranties contained herein. (e) Sellers shall not be liable to Purchaser Indemnified Parties for Losses arising under Section 11.1(a)(i) or Section 11.1(b)(i9.01(a)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Claims Losses exceed $60,000, and then Sellers shall be liable for all such Losses, not just the amount in excess of $60,000. (excluding amounts associated with De Minimis Claimsf) exceeds an amount equal Purchasers and Parent shall not be liable to $42,000,000 (the “Representations and Warranties Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Seller Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible and (iii) any Claims Losses arising under Section 11.1(a)(v) 9.01(b)(i), unless and until the aggregate amount of such Claims exceeds an Losses exceed $60,000, and then Purchasers and Parent shall be liable for all such Losses, not just the amount equal to in excess of $8,400,000 60,000. (g) All claims for Losses hereunder shall be made net of any insurance proceeds actually recovered by the “Pre-Closing Claims Deductible”)party claiming such indemnification; provided, after which the AT&T Parties and the AT&T Newcosthat, collectively, such party shall only be required obligated to indemnify the Acquiror Indemnified Parties for all use commercially reasonable efforts to pursue any such Claims in excess of the Pre-Closing Claims Deductible. insurance proceeds. (h) In no event shall the AT&T Parties or the AT&T Newcos any party be required to indemnify the Acquiror Indemnified Parties liable under Section 11.1(a)(i) or Section 11.1(b)(i)this Article IX for special, taken togetherindirect, for more than $242,500,000 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify consequential (including any obligation to make any payments tolost profits) any AT&T Indemnified Party with respect to (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of a breach.