Indemnity Limits Sample Clauses

Indemnity Limits. In no event shall either Party be required to indemnify the other Party for any Claim hereunder unless the indemnifying Party receives written notice of the Claim as provided in Section 13.11. The indemnifying Party shall have no liability hereunder with respect to any Claims until the aggregate liability incurred by the indemnified Party for all otherwise indemnified Claims exceeds $500,000 (the “Deductible”) and, thereafter, the indemnifying Party shall be liable hereunder for only those indemnified Claims exceeding the Deductible; provided, that, after the Deductible has been satisfied, the indemnifying Party shall have no liability hereunder with respect to any individual Claim in an amount less than $25,000; and provided further that the foregoing limitations in this sentence shall not apply to any Claims caused by, resulting from or incidental to (a) the Retained Obligations, (b) a breach by a Party of its obligations under Sections 11.05, 11.10(b) or 11.10(c), or (c) any breach of any representation relating to Taxes; and provided further that in calculating the Deductible and the Threshold with respect to any indemnified Claims under Section 13.08(b)(i), all materiality qualifiers (including a Seller Material Adverse Effect) in any Party’s representations and warranties (except for Seller’s representations and warranties under Section 6.01(o)) shall be disregarded. Notwithstanding anything herein to the contrary, the indemnifying Party’s aggregate liability hereunder shall not exceed, and shall be limited to, one hundred percent (100%) of the Purchase Price to Seller (as adjusted hereunder); provided that the foregoing limitations in this sentence shall not apply to any Claims caused by, resulting from or incidental to the Retained Obligations. In addition to the foregoing, the amount of damages for which indemnification is provided under this Article XIII shall be net of any amounts actually recovered by the indemnified Party from third parties other than another indemnified Party (including, without limitation, amounts actually recovered under insurance policies) with respect to the damages. An indemnifying Party shall be subrogated to the rights of an indemnified Party upon the Indemnified Party’s payment in full of the amount of the relevant loss. An insurer who is otherwise obligated to pay a Claim is not relieved of the responsibility with respect to the claim and has no subrogation rights with respect to the claim, in either instance, solely...

Indemnity Limits. Notwithstanding anything herein to the contrary: 8.6.1 ASSIGNOR shall not be required to indemnify ASSIGNEE with respect to any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Sections 7.2.1(b), (c) or (d) unless ASSIGNEE has provided ASSIGNOR with a Claim notice pursuant to Section 8.5 within two (2) years after the Closing Date; 8.6.2 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(g), which shall not be subject to such limitation; 8.6.3 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) unless the aggregate amount of such Claims exceeds one and a half percent (1½%) of the Purchase Price; provided, that once the aggregate amount of such Claims exceeds such amount, ASSIGNOR shall be required to indemnify ASSIGNEE for all such Claims; 8.6.4 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) to the extent that the aggregate amount of such Claims exceeds fifty percent (50%) of the Purchase Price; 8.6.5 ASSIGNEE shall not be required to indemnify ASSIGNOR pursuant to Section 8.3 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNEE’s Assumed Obligations pursuant to Section 7.1.1(g), which shall not be subject to such limitation; 8.6.6 From and after the Closing, terms and provisions of this Article 8 shall be (a) ASSIGNEE’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNOR’s Retained Obligations and (b) ASSIGNOR’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNEE’s Assumed Obligations; and 8.6.7 Except with respect to ASSIGNOR’s Retained Obligations or ASSIGNEE’s Assumed Obligations, nothing contained in this Agreement (other than the survival provision in Section 11.4) shall prohibit ASSIGNOR or ASSIGNEE from bringing a breach of contract claim against the other party related to any breach of any representation or warranty or any covenant or agreement made by such party in this Agreement (or in any certificate delivered by such party or its representatives at the Closing).

Indemnity Limits. The limits of the above indemnity obligations shall not apply to or limit either Party’s responsibility for attorneys’ fees and costs under this Contract, as allowed by law.

Indemnity Limits. Neither Purchaser nor Sellers will be liable under Section 5.1(b)(3) or 5.2(a)(1) in respect of (i) Hazardous Materials existing on the Property (including in ground water, soil or soil vapor or in the ambient air over the Property) as of the Closing, or (ii) defects in the Improvements that exist as of Closing or non-compliance of the Improvements with applicable laws that exist as of the Closing (but without limiting any rights that the Project Owner may have under the Construction Contract). The limitations of this Section 5.3 do not extend to personal injury, loss of property (other than the Property) or death that results from Hazardous Materials, defects in the Improvements or noncompliance of the Improvements with applicable laws, responsibility for which will be apportioned between Seller and Purchaser in accordance with Section 5.1(b)(3) or 5.2(a)(1) based on the time that the injury, loss or death occurs.

Indemnity Limits. Notwithstanding anything to the contrary contained herein, (a) Seller’s indemnification obligation under Section 17.06 shall only apply if Buyer has provided Seller with written notice claiming indemnification within one (1) year after the Closing, and (b) Buyer shall bear sole responsibility for the aggregate costs associated with all Claims and Liabilities for which Seller has indemnified Buyer up to a deductible percentage of two percent (2%) of the Purchase Price. By the prior sentence, it is the intent that Seller shall only be obligated to provide indemnity to the extent such Claims and Liabilities exceed the deductible percentage of two percent (2%) of the Purchase Price. In no event shall Seller be required to indemnify Buyer for any amount or to pay any other amount in connection with or with respect to the transactions contemplated in this Agreement exceeding in the aggregate twenty percent (20%) of the Purchase Price. In no event shall Buyer be required to indemnify Seller for any amount or pay any other amount in connection with the transactions contemplated in this Agreement exceeding in the aggregate twenty (20%) percent of the Purchase Price.

Indemnity Limits. (a) Indemnification claims shall be reduced, by and to the extent, that an indemnitee shall actually receive proceeds under insurance policies, or similar arrangements specifically as a result of, and in compensation for, the subject matter of an indemnification claim by such indemnitee.

Indemnity Limits. (a) General Deductible. Purchaser shall not be entitled to any indemnity hereunder until the cumulative amount of the Purchaser Indemnifiable Damages for which Purchaser may be entitled to indemnity hereunder exceeds $165,000 in the aggregate, whereupon the entire amount of such Purchaser Indemnifiable Damages shall be recoverable under this Article XII. Seller shall not be entitled to any indemnity hereunder until the cumulative amount of Seller Indemnifiable Damages for which Seller may be entitled to indemnity hereunder exceeds $165,000 in the aggregate, whereupon the entire amount of such Seller Indemnifiable Damages shall be recoverable under this Article XII.

Indemnity Limits. Notwithstanding anything herein to the contrary, Seller and Buyer shall not be obligated to indemnify, defend and hold harmless the other party pursuant to this Section 9 unless and until and to the extent that the aggregate amount of such Buyer's Damages or Seller's Damages, as the case may be, exceeds Ten Thousand Dollars ($10,000).

Indemnity Limits. The aggregate liability of the Seller under this Article 9 for any breach of representations and warranties under this Agreement or the Ancillary Agreements shall not exceed 30% of the Purchase Price (but increased by any reduction made under Section 2.2(b)). In any event, the aggregate liability of the Seller under this Article 9 shall not exceed 100% of the Purchase Price (but increased by any reduction made under Section 2.2(b)). Notwithstanding the foregoing, none of the limitations in this Section 9.4(a) shall apply to any liabilities arising out of the Excluded Assets, or any fraud, breach of representations and warranties under this Agreement committed in bad faith or intentionally by the Seller.