Common use of Indemnity Limitations Clause in Contracts

Indemnity Limitations. INSIGNIA AND IESG (a) Insignia and IESG will have no liability (for indemnification or otherwise) under Section 10.2(a), (d) or (e) until the aggregate of all Buyer Losses with respect to such matters exceeds $350,000; provided, however, that if the total of the Buyer Losses exceeds $350,000, Insignia and IESG shall be liable for the total amount of all Buyer Losses from the first dollar thereof, and not merely the amount by which such Buyer Losses exceeds $350,000. Notwithstanding the foregoing general limitation or any other provision of this Agreement which may be to the contrary, this Section 10.6(a) shall not apply to the costs and obligations allocated to Insignia and IESG under Article 2 or Section 10.9 hereof. (b) Notwithstanding anything in this Agreement to the contrary, the aggregate Buyer Losses for which Insignia and IESG shall be liable under this Section 10 shall be limited to the aggregate Purchase Price actually received by the Seller Parties. (c) If any Buyer Losses arise out of any real estate transaction entered into by or on behalf of any of the Companies in the Ordinary Course of Business either prior to or at any time after the Closing, to the extent that Buyer or any of the Companies receive or are entitled to receive and retain the commissions or other revenues attributable to such transaction after the Closing then, except to the extent that Insignia or IESG had Knowledge of such claim prior to the Closing, was under an obligation to disclose the same, and failed to disclose the same, the liability of Insignia and IESG (for indemnification or otherwise) for any Buyer Losses with respect to such real estate transactions shall be offset by the amount of such commissions or other revenues received by Buyer or the Companies attributable to such transaction after the Closing.