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 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. Seller shall not have any indemnification obligations for Buyer Group's Losses under Section 11.1(a)(i) unless the aggregate total of such Losses exceeds one percent (1%) of the Purchase Price, and then only to the extent such Losses exceed one percent (1%) of the Purchase Price; provided that in calculating Buyer Group's aggregate total Losses, individual Losses with respect to a single incident or matter in amounts less than One Hundred Thousand Dollars ($100,000) shall be disregarded. Furthermore, in no event shall Seller's aggregate liability for indemnification under Section 11.1(a)(i) exceed ten percent (10%) of the Purchase Price. The limitations on indemnification set forth in this Section 11.2(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 one hundred percent (100%) of 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. Without limiting the effect of any other limitation contained in this Section 7.01, the indemnification provided for in Section 7.01(c)(i) shall not apply until the aggregate amount of the Damages for which Buyer would otherwise be entitled to be indemnified under Section 7.01(c)(i) exceeds $4,000,000 (the “Deductible”). If the aggregate amount of Damages for which Buyer is entitled to indemnification as provided in Section 7.01(c)(i) exceeds the Deductible, then Buyer shall, subject to the other limitations contained herein, be entitled to be indemnified only against the portion of the Damages that exceeds the Deductible. The aggregate liability of Seller in respect of the indemnification obligations set forth in Section 7.01(c)(i) shall not exceed $40,000,000 (the “Cap”). Notwithstanding the foregoing, the Cap and the Deductible shall not apply to or limit the amount of Damages for which Buyer may seek indemnification under Section 7.01(c)(i) for breach of any Fundamental Representations or Fraud on the part of Seller.
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:
Deductible and Cap. (a) The aggregate liability of Seller and Guarantor to Purchaser Indemnified Parties under Section 13.1 shall not exceed (i) with respect to any Losses suffered or incurred in the first year after the Closing Date, Two Million and No/100 Dollars ($2,000,000), or (ii) with respect to any Losses suffered or incurred in the second year after the Closing Date, One Million and No/100 Dollars ($1,000,000) (reduced by the amount that the aggregate of any Losses suffered or incurred in the first year after the Closing Date exceeds One Million and No/100 Dollars ($1,000,000)). Seller and Guarantor shall be liable for the Losses of Purchaser Indemnified Parties only if the aggregate of such exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000) (“Seller’s Deductible”), and then only for such excess; provided, however, that Seller’s Deductible shall not apply to Seller’s obligations with respect to a Third Party Payor Program claim or the defense thereof.
