Limitation on Indemnities Clause Samples

Limitation on Indemnities. The indemnities provided in this Section 2 by Customer to MSIL and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of MSIL contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 2 by MSIL to Customer and its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

Limitation on Indemnities. The indemnities provided in this Section 5 by Customer to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 5 by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to Customer and its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

Limitation on Indemnities. The indemnities provided in this Section 5 by Customer to Morgan Stanley and its affiliates shall be inapplicable in the even▇ ▇▇ ▇n▇ ▇▇▇▇▇s, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of Morgan Stanley contained in this Agreement to the extent caused by ▇▇▇▇ ▇v▇▇▇. ▇▇kewise, the indemnities provided in this Section 5 by Morgan Stanley to Customer and its successors and assigns shall be ▇▇▇▇▇▇i▇▇▇▇▇ ▇n the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

Limitation on Indemnities. Notwithstanding any other provision hereof, the rights of any party to be indemnified shall be subject to the following limitations: (a) With respect to the indemnification obligations of Seller pursuant Section 11.2(a), Seller shall not be obligated to indemnify Buyer or its Insiders (or any one of them) under Section 11.2(a), unless the claim is submitted within the period of survival set forth in Section 11.1 hereof, and (x) unless the aggregate of all Losses for which Seller would, but for this clause (x), be liable under Section 11.2(a) exceeds on a cumulative basis $100,000, at which point the Buyer or its Insiders (or any one of them) shall be entitled to all indemnification amounts from Seller under Section 11.2(a) including the first full $100,000 of Losses or (y) for any Losses for which Seller would, but for this clause (y), be obligated to indemnify the Buyer Indemnified Parties under Section 11.2(a) in excess of an amount equal to Deposit Premium; provided, however, that the limitations in this Section 11.4(a) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.4 (Compliance with Laws), Section 3.8 (Title to Assets), Section 3.10 (Environmental Matters), Section 3.14 (Taxes) and Section 3.20(e)(xii) (Loans). (b) With respect to the indemnification obligations of Buyer pursuant to Section 11.3(a), Buyer shall not be obligated to indemnify Seller or its Insiders (or any one of them) under Section 11.3(a), unless the claim is submitted within the period of survival set forth in Section 11.1 hereof, and (x) unless the aggregate of all Losses for which Buyer would, but for this clause (x), be liable under Section 11.3(a) exceeds on a cumulative basis $100,000, at which point Seller shall be entitled to all indemnification amounts under Section 11.3(a) including the first full $100,000 of Losses, or (y) for any Losses for which Buyer would, but for this clause (y), be obligated to indemnify Seller under Section 11.3(a) in excess of the Deposit Premium; provided, however, that the limitations in this Section 11.4(b) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 4.2 (Authorization). (c) Notwithstanding anything to the contrary contained in this Agreement, Buyer and Seller agree that in the event that there shall arise or exist one or more Pre-Closing Env...

Limitation on Indemnities. (a) Any provision of this Agreement to the contrary notwithstanding, no claim for indemnification by an indemnified party against an indemnifying party pursuant to this Article IX for any inaccuracy or misrepresentation in, or breach of any representation or warranty shall be valid and capable of assertion unless and until the aggregate amount of all claims against the indemnifying party exceeds $100,000 (the "Basket Amount"), but then the indemnified party may seek indemnification for the full amount of such claims. (b) Any provision of this Agreement to the contrary notwithstanding, the maximum amount for which an indemnifying party may be liable to the indemnified party hereunder for any inaccuracy or misrepresentation in, or breach of any representation or warranty shall not exceed, in the aggregate, the sum of $11,576,526 ("Cap Amount"). (c) Notwithstanding anything to the contrary herein, no indemnified party shall be subject to the Basket Amount or the Cap Amount in seeking indemnification from an indemnifying party involving fraud or willful or intentional misrepresentations. (d) In the event that the LLC is the indemnifying party hereunder, the LLC shall have the option of transferring Operating Partnership Units to the Operating Partnership in partial or complete satisfaction of claims. The parties shall seek to treat any such claim which is satisfied through the transfer of Operating Partnership Units as a unit adjustment rather than a separate independent taxable event.

Limitation on Indemnities. Except with respect to the representations and warranties contained in Sections 5.1, 5.3, 5.4, 5.9, 5.12 or 5.18, or Sections 6.1 or 6.2, no claim for indemnification will be made by Purchaser or by the Sellers under Sections 10.3(a)(i), 10.3(b)(i) or 10.4 hereof, as the case may be, with respect to any individual item of liability or damage unless and to the extent that the aggregate of all such claims by Purchaser and LGP under, respectively, this Agreement and the Purchase and Sale Agreement, on the one hand, or by Sellers, on the other hand, shall be in excess of $200,000, whereupon Purchaser or Sellers, as the case may be, shall be liable for all such claims, damages and liabilities, and the maximum aggregate liability of the Sellers, on the one hand, and Purchaser and LGP, on the other hand for such claims, damages and liabilities shall be the Escrow Amount. Payments by an indemnifying party pursuant to Section 10.3 shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the indemnified party from any third party with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, no claim by any party hereto may be asserted, nor may any action be commenced against any party hereto, for breach of any representation, warranty, covenant or agreement unless notice thereof is received in writing describing in reasonable detail the facts or circumstances with respect to the subject matter of such claim on or before the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before, on or after such date.

Limitation on Indemnities. No Claim may be made against the Company for indemnification pursuant to Section 8.2 until the aggregate dollar amount of all Losses indemnifiable pursuant to Section 8.2 exceeds $250,000 (in which event the Purchaser shall be entitled to claim the whole amount of such Losses and not merely the excess). In no event shall the aggregate amount paid by the Company pursuant to Section 8.2 exceed $25 million with respect to Claims arising out of or related to matters other than breaches of the representations, warranties and covenants contained in Sections 4.13 (to the extent related to Applicable Laws relating to health care, the health care industry and the provision of health care services, third party reimbursement (including Medicare and Medicaid), public health and safety and wrongful death and medical malpractice), 4.32, 4.33, 4.34, 4.35, 4.36 and 6.9 (to the extent related to Applicable Laws relating to health care, the health care industry and the provision of health care services, third party reimbursement (including Medicare and Medicaid), public health and safety and wrongful death and medical malpractice), as to which breaches of the representations, warranties and covenants contained in such Sections, there shall be no cap on the Company's indemnification obligations under Section 8.2.

Limitation on Indemnities. If a Joint Venture is formed pursuant to §9.1, any Environmental Liability caused by a party prior to the formation of the Joint Venture will continue to be a liability of that party. If the Environmental Liability arises from operations conducted on the Property after the date the Joint Venture is formed, the Environmental Liability will be borne by the parties in accordance with their participating interests at the time the Environmental Liability arises.

Limitation on Indemnities. 48 9.8 Survival of Representations, Warranties and Covenants of the Members, Seller and the Company; Time Limits on Indemnification Obligations................................. 49