Common use of Indemnification Deductible and Cap Clause in Contracts

Indemnification Deductible and Cap. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, no Seller shall be required to provide indemnification to Purchaser Indemnitees pursuant to clause (i) of Section 15.2 hereof to the extent that the amount of Indemnification Loss incurred by Purchaser Indemnitees for which Purchaser otherwise would be entitled to indemnification under clause (i) of Section 15.2, (A) does not exceed TWENTY FIVE THOUSAND DOLLARS ($25,000) in the aggregate (including all breaches) with regard to any particular Property (the “Indemnification Deductible”), or if the Indemnification Losses exceed the Indemnification Deductible, Purchaser shall not be entitled to defense or indemnification for any amount up to the Indemnification Deductible, or (B) exceeds TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), in the aggregate, with regard to all Properties. Notwithstanding anything contained herein to the contrary, in no event shall the Indemnification Deductible or the Cap apply to any Indemnification Losses incurred by any Purchaser Indemnitee arising out of any fraud or intentional misrepresentation by any Seller.

Indemnification Deductible and Cap. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, no Seller shall be not be required to provide indemnification to the Purchaser Indemnitees pursuant to clause Sections 15.2(a) or (ib) of Section 15.2 hereof to the extent that the aggregate amount of all Indemnification Loss Losses incurred by the Purchaser Indemnitees for which Purchaser otherwise would be entitled to indemnification under clause (i) of Section 15.2, (A) does not exceed TWENTY FIVE THOUSAND DOLLARS Fifty Thousand and no/100 Dollars ($25,00050,000.00) in the aggregate (including all breaches) with regard to any particular Property (the “Indemnification Deductible”). Further, or if the such Indemnification Losses exceed the Indemnification Deductible, Purchaser shall be entitled to payment of the entire amount of the Indemnification Losses without regard to the Indemnification Deductible provided that Purchaser shall not be entitled to defense or indemnification in the event the aggregate amount of all Indemnification Losses for any amount which Purchaser would otherwise be entitled to indemnification exceeds Three Million Five Hundred Thousand and no/100 Dollars ($3,500,000.00) (the “Indemnification Cap”), but in such event Purchaser shall be entitled to defense or indemnification up to the Indemnification Deductible, or (B) exceeds TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), in the aggregate, with regard to all Properties. Notwithstanding anything contained herein to the contrary, in no event shall amount of the Indemnification Cap excluding any legal expenses incurred by Purchaser in enforcing this Agreement that may be recoverable by Purchaser under Section 16.11. The Indemnification Deductible or and the Indemnification Cap shall only apply to any Indemnification Losses incurred by any Purchaser Indemnitee arising out Seller’s breach of any fraud representation or intentional misrepresentation by warranty under this Agreement or in any SellerSeller Document.

Indemnification Deductible and Cap. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, no Seller shall not be required to provide indemnification to the Purchaser Indemnitees pursuant to clause (iSection 14.2(a) of Section 15.2 hereof to the extent that the aggregate amount of all Indemnification Loss Losses incurred by the Purchaser Indemnitees for which Purchaser otherwise would be entitled to indemnification under clause (iSection 14.2(a) of Section 15.2, (A) does not exceed TWENTY FIVE THOUSAND DOLLARS ($25,000) in the aggregate (including all breaches) with regard to any particular Property 100,000 (the “Indemnification Deductible”), ; or if the such Indemnification Losses exceed the Indemnification Deductible, Purchaser such Indemnification Losses shall not be entitled to defense or indemnification for any amount up to exceed $1,000,000 (the “Cap”); provided further that (i) neither the Cap nor the Indemnification Deductible, or Deductible shall be applicable with respect to any breach of any of the Fundamental Representations and (Bii) exceeds TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), in neither the aggregate, Indemnification Deductible nor the Cap shall be applicable with regard respect to all Propertiesfraud. Notwithstanding anything contained herein in this Agreement to the contrary, for the purposes of the Parties’ indemnification under this Article XIV, all of the representations and warranties set forth in no event this Agreement that are qualified as to materiality or other similar qualification shall be deemed to have been made without any such qualification for purposes of determining (i) whether a breach of the any such representation or warranty has occurred, and (ii) the amount of Indemnification Deductible Loss resulting from or the Cap apply to any Indemnification Losses incurred by any Purchaser Indemnitee arising out of or in connection with any fraud such breach of the representation or intentional misrepresentation by any Seller.warranty. 47

Indemnification Deductible and Cap. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, no Seller shall be not be required to provide indemnification to the Purchaser Indemnitees pursuant to clause Sections 15.2(i) or (iii) of Section 15.2 hereof to the extent that the aggregate amount of all Indemnification Loss Losses incurred by the Purchaser Indemnitees for which Purchaser otherwise would be entitled to indemnification under clause (i) of Section 15.2, (A) does not exceed TWENTY FIVE THOUSAND DOLLARS Two Hundred Fifty Thousand and no/100 Dollars ($25,000250,000.00) in the aggregate (including all breaches) with regard to any particular Property (the “Indemnification Deductible”). Further, or if the such Indemnification Losses exceed the Indemnification Deductible, Purchaser (i) shall be entitled to payment of the entire amount of the Indemnification Losses without regard to the Indemnification Deductible but (ii) shall not be entitled to defense or indemnification for any amount up in the event and to the extent that the aggregate amount of all Indemnification Deductible, or (B) Losses for which Purchaser would otherwise be entitled to indemnification exceeds TWO MILLION FIVE HUNDRED THOUSAND DOLLARS Three Million and no/100 Dollars ($2,500,0003,000,000) (the “Indemnification Cap”), in the aggregate, with regard to all Properties. Notwithstanding anything contained herein to the contraryforegoing, in no event shall the Indemnification Deductible or and the Indemnification Cap shall not apply to any Indemnification Losses incurred by any Purchaser Indemnitee arising out Seller’s indemnification obligations set forth in Sections 8.8, 8.14 or 15.2(iii) hereof, or to a breach of any fraud or intentional misrepresentation by any Sellercovenants and obligations of Seller set forth in Article 11 hereof.