Deductible and Cap. No Seller shall have any indemnification obligations for Buyer Group’s Losses under Section 11.1(a)(i), unless the aggregate total of such Losses exceeds $1,500,000, and then only to the extent such Losses exceed $1,500,000; provided that in calculating Buyer Group’s aggregate total Losses, individual Losses with respect to a single incident or matter in amounts less than $150,000 shall be disregarded. Furthermore, in no event shall Sellers’ aggregate liability for indemnification under Section 11.1(a)(i) exceed ten percent (10%) of the Purchase Price; provided, that, notwithstanding the foregoing, claims for indemnification in respect of any breach of Sellers’ representations and warranties contained in Sections 3.8 and 4.14 shall not exceed twenty-five percent (25%) of the Purchase Price. Notwithstanding anything to the contrary in this Section 11.2(a), the limitations on indemnification set forth in this Section 11.2(a) shall not apply to Losses related to (i) any breach of any of Sellers’ Fundamental Representations, (ii) claims for indemnification in respect of Taxes (including any Seller’s obligations set forth in Article 7), and (iii) claims for indemnification under Section 11.1(a)(iv); provided that, except for Losses related to claims for indemnification in respect of Taxes (including any Seller’s obligations set forth in Article 7), which shall not be subject to a cap on Losses, in no event shall Sellers’ aggregate liability for indemnification with respect to all claims hereunder, including for Losses related to (A) any breach of Sellers’ representations and warranties contained in Sections 3.8 and 4.14, (B) any breach of Sellers’ Fundamental Representations and (C) claims for indemnification under Section 11.1(a)(iv), exceed an amount equal to the Purchase Price.
Deductible and Cap. Seller shall have no indemnification obligations for Buyer Group’s Losses under Sections 10.1(a)(i) or 10.2(a)(i) unless the aggregate total of such Losses exceeds two percent (2%) of the Purchase Price, and then only to the extent such Losses exceed two percent (2%) of the Purchase Price; provided that in calculating Buyer Group’s Losses, individual Losses under Sections 10.1(a)(i) or 10.2(a)(i) with respect to a single incident or matter in amounts less than $250,000 shall be disregarded. Furthermore, in no event shall Seller’s aggregate liability for indemnification under Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(iv) and 10.2(a)(i) exceed fifteen percent (15%) of the Purchase Price. The limitations on indemnification set forth in this Section 10.4(a) shall not apply to Losses related to any breach of any of Seller’s Fundamental Representations; provided that in no event shall Seller’s aggregate liability for indemnification with respect to all claims hereunder including for Losses related to any breach of Seller’s Fundamental Representations exceed an amount equal to the Purchase Price.
Deductible and Cap. Seller shall not have any indemnification obligations for Buyer Group’s Losses under Section 12.1(a)(i) unless the aggregate total of such Losses exceeds $1,000,000 and then only to the extent such Losses exceed $1,000,000; provided that in calculating Buyer Group’s aggregate total Losses, individual Losses with respect to a single incident or matter in amounts less than $100,000 shall be disregarded. Furthermore, in no event shall Seller’s aggregate liability for indemnification under Section 12.1(a)(i) exceed $10,000,000. The limitations on indemnification set forth in this Section 12.2(a) shall not apply to Losses related to any breach of Seller’s Fundamental Representations; provided that in no event shall Seller’s aggregate liability for indemnification with respect to all claims hereunder including for Losses related to any breach of by Seller of its Fundamental Representations exceed an amount equal to the Purchase Price.
Deductible and Cap. Except with respect to Losses arising under Section 3.11, Seller shall have no indemnification obligations for Buyer Group’s Losses under Sections 10.1(a)(i), 10.1(a)(ii), or 10.2(a) unless the aggregate total of such Losses exceeds two percent (2%) of the Purchase Price, and then only to the extent such Losses exceed two percent (2%) of the Purchase Price; provided that, except with respect to Losses arising under Section 3.11, in calculating Buyer Group’s Losses, individual Losses with respect to a single incident or matter in amounts less than $150,000 shall be disregarded. Furthermore, in no event shall Seller’s aggregate liability for (x) indemnification under Sections 10.1(a)(i) and 10.1(a)(ii), exceed twenty-five percent (25%) of the Purchase Price or (y) indemnification for Environmental Losses set forth in Section 10.2 exceed fifty percent (50%) of the Purchase Price. The limitations on indemnification set forth in this Section 10.3(a) shall not apply to Losses related to any breach of any of Seller’s Fundamental Representations, to Seller’s Remediation and Monitoring Projects Reimbursement Obligations or to Taxes that are Excluded Liabilities; provided that in no event shall Seller’s aggregate liability for indemnification with respect to all claims under this Purchase Agreement including for Losses related to any breach of Seller’s Fundamental Representations, exceed an amount equal to the Purchase Price.
Deductible and Cap. Notwithstanding anything to the contrary contained in this Agreement or otherwise, (A) Brookdale and its affiliates shall not have any liability to HCP or any of its affiliates pursuant to this Agreement unless the aggregate amount of the HCP Indemnifiable Losses of HCP and its affiliates under all of the NNN Transition Community Indemnity Agreements collectively exceeds [***] (the “Deductible”), in which event, subject to the terms of subsection 3(B) below, the full amount of such HCP Indemnifiable Losses in excess of such Deductible shall be actionable against Brookdale, and (B) the maximum aggregate liability of Brookdale to HCP and its affiliates pursuant to this Agreement and all of the other NNN Transition Community Indemnity Agreements, collectively, shall not exceed [***], in the aggregate, with respect to all NNN Transition Community Transfers.
Deductible and Cap. (i) The Shareholders will not be required to indemnify, defend or hold harmless the Purchaser Indemnified Parties against, or reimburse the Purchaser Indemnified Parties for, any Losses pursuant to Section 9.2(a) or Section 9.3(a) unless and until the aggregate amount of Losses with respect to the matters contemplated thereby exceeds Fifty Thousand Euro (€50,000) (the “Threshold Amount”) in the aggregate, at which point the Purchaser Indemnified Parties will be entitled to recover all Losses from the first EURO up to a maximum aggregate amount of Losses equal to Two Million Two Hundred Thousand Euro (€2,200,000) (the “Cap”); provided, however, that the Threshold Amount and the Cap will not apply with respect to any indemnification claims arising out of, resulting from or in connection with (A) any breach of or inaccuracy in any of the Shareholders’ Fundamental Representations, (B) any breach of or inaccuracy in any of the Regulatory Representations or (C) any fraud, willful misconduct or intentional misrepresentation by any of the Shareholders. For the avoidance of doubt, the parties acknowledge and agree that the limitations on indemnification set forth in this
Deductible and Cap. Seller and Seller Parties shall be obligated to indemnify Purchaser under this Agreement only if Purchaser's Damages exceed the total of $35,000 and only for Purchaser's Damages in excess of (but not including) such amount (the "Deductible") and then only up to an aggregate of the value of the Transferred Shares then held in Escrow (the "Cap"), provided, the Deductible and the Cap shall not apply to Purchaser's Damages arising from fraud.
Deductible and Cap. (a) Subject to Section 10.6.4 and the proviso in this sentence, the Seller shall not have any liability to any Purchaser Indemnified Party under this Agreement with respect to Losses arising out of any of the matters referred to in Section 10.2(a) until such time as the aggregate amount of Losses arising under the matters referred to in Section 10.2(a) shall exceed $250,000 (the
Deductible and Cap. Subject to ARTICLE XI.10, the Sellers shall not be obligated to indemnify the Indemnified Party against Damages asserted against, suffered or incurred by the Buyer and/or the Companies arising, directly or indirectly, from or in connection with Article XI.1
(a) unless and until:
(a) Damages taken individually or collectively reach fifty thousand Euro ((Euro) 50,000), (the "DEDUCTIBLE") it being understood that if the amount of such Damages shall exceed the Deductible, the Sellers' repayment obligation shall be limited to the amount in excess of the Deductible, subject, however to clause (b) below; and
(b) The Sellers' indemnification obligation is limited to a maximum aggregate amount equal to (i) forty per cent (40%) of the amount which is equal to the sum of the Final Closing Purchase Price and the Additional Purchase Price Elements for a period ending on the second anniversary of the Closing Date and, thereafter, to (ii) twenty-five per cent (25%) of the amount which is equal to the sum of the Final Closing Purchase Price and the Additional Purchase Price Elements (such maximum amount being hereinafter referred to as the "CAP").
Deductible and Cap. For purposes of this Agreement, the "Deductible" shall mean $1,000,000 and the "Cap" means, at the time of determination, an amount equal to: 10% of the sum of (i) any amounts paid by or on behalf of the Purchaser pursuant to Section 2.5 of the Non-Vertebroplasty Purchase Agreement plus (ii) the amount of all Deferred Payments actually received by the Seller Parties pursuant to Section 2.5 hereof plus (iii) the amount of any payments withheld in accordance with Section 10.8 hereof; less the amount of any payments made to the Purchaser Indemnified Parties by or on behalf of the Seller Parties in respect of their indemnification obligations pursuant to this Article X .
