Common use of Indemnification Deductible and Cap Clause in Contracts

Indemnification Deductible and Cap. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any other Starwood Entity shall be required to provide indemnification to the Purchaser Indemnitees pursuant to clause (i) of Section 15.2 to the extent that the aggregate amount of all Indemnification 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 Eight Hundred Thousand and 00/100 Dollars ($800,000.00) (the “Indemnification Deductible”), or if such 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 Five Million and 00/100 Dollars ($5,000,000.00).

Indemnification Deductible and Cap. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any other Starwood Entity shall be not be required to provide defense or indemnification to the Purchaser Indemnitees pursuant to clause (iSection 14.1(i)(a) of Section 15.2 to the extent that the aggregate amount of all Indemnification Losses incurred by the Purchaser Indemnitees for which Purchaser otherwise would be entitled to indemnification under clause indemnification: (i) of Section 15.2 (Ai)(a) does not exceed Eight Five Hundred Thousand and 00/100 Dollars ($800,000.00500,000) (the “Indemnification Deductible”"INDEMNIFICATION DEDUCTIBLE"), or and (b) if such Indemnification Losses exceed the Indemnification Deductible, Purchaser shall not be entitled to defense or indemnification for any amount up to the Indemnification Deductible, or (Bii) exceeds Five Six Million Two Hundred Fifty Thousand and 00/100 no/100 Dollars ($5,000,000.006,250,000.00) ("INDEMNIFICATION CAP").

Indemnification Deductible and Cap. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any other Starwood Entity shall be not be required to provide indemnification to the Purchaser Indemnitees pursuant to clause (i) of Section 15.2 to the extent that the aggregate amount of all Indemnification 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 Eight Hundred Fifty Thousand and 00/100 no/100 Dollars ($800,000.0050,000.00) (the “Indemnification Deductible”), or if such 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 One Million Five Million Hundred Thousand and 00/100 no/100 Dollars ($5,000,000.001,500,000.00) (“Seller’s Liability Cap”).