Common use of Certain Limits on Indemnification Clause in Contracts

Certain Limits on Indemnification. (a) Notwithstanding anything to the contrary in this Agreement, the Alcatel Indemnitees shall not be entitled to satisfy their claims for Losses under Section 8.01 from the Escrow Indemnity Account unless the aggregate amount of Losses for which any one or more of the Alcatel Indemnitees would be entitled to indemnification under Section 8.01 equals or exceeds $1,000,000 (the "Basket Amount"), in which case the Alcatel Indemnitees shall be entitled to the entire amount of such Losses, including Losses covered by the Basket Amount. (b) For purposes of this Article VIII, the amount of any Losses shall be determined (A) without giving effect to any Company Material Adverse Effect standard or any other materiality or similar qualification contained in any representation, warranty or covenant herein and (B) net of any tax benefits realized by the Alcatel Indemnitees as a direct result of such Loss. (c) Each Alcatel Indemnitee shall have the obligation to take commercially reasonable efforts to mitigate the Losses. (d) Subject to the proviso of this Section 8.04(d), no claim under this Article VIII shall be made after the expiration of the Survival Period, provided, however, that if written notice of a claim is made prior to the expiration of the Survival Period , then the relevant representation, warranty or covenant shall survive as to such claim only until the claim has been finally resolved. (e) If there is a final determination that an indemnity payment made pursuant to this Article VIII is taxable to the Alcatel Indemnitee, the Alcatel Indemnitee shall be entitled to such additional amounts as will result in the Alcatel Indemnitee receiving on an after-tax basis the amount of indemnity to which it is entitled.

Certain Limits on Indemnification. (a) Notwithstanding anything to the contrary in this Agreement, the Alcatel Indemnitees shall not be entitled to satisfy their claims for Losses under Section 8.01 from the Escrow Indemnity Account unless the aggregate amount of Losses for which any one or more of the Alcatel Indemnitees would be entitled to indemnification under Section 8.01 equals or exceeds $1,000,000 (the "Basket Amount"), in which case the Alcatel Indemnitees shall be entitled to the entire amount of such Losses, including Losses covered by the Basket Amount. (bi) For purposes of this Article VIIISection 6, the amount of any Losses shall be determined (A) without giving effect to any Company Material Adverse Effect standard or any other materiality or similar qualification contained in any representation, warranty or covenant herein and (B) net of any tax benefits realized by the Alcatel Indemnitees as a direct result of such Loss. (cii) Each Alcatel Indemnitee shall have the obligation to take commercially reasonable efforts to mitigate the any Losses. (diii) Subject to the proviso clauses (x) and (y) of this Section 8.04(d6(d)(iii), no claim under this Article VIII Section 6 shall be made after the expiration of the Survival Period, provided, however, that (x) if written notice of a claim is made prior to the expiration of the Survival Period Period, then the relevant representation, warranty or covenant shall survive as to such claim only until the claim has been finally resolved, and (y) claims on account of a misrepresentation or breach of a warranty contained in Section 4(a) hereof (a "Title Breach") may be made indefinitely. (eiv) If there is a final determination that an indemnity payment made pursuant to this Article VIII Section 6 is taxable to the Alcatel Indemnitee, the Alcatel Indemnitee shall be entitled to such additional amounts as will result in the Alcatel Indemnitee receiving on an after-tax basis the amount of indemnity to which it is entitled.