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 Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 5 by Xxxxxx Xxxxxxx 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 evenx xx xnx xxxxxs, 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 xxxx xvxxx. Xxkewise, the indemnities provided in this Section 5 by Morgan Stanley to Customer and its successors and assigns shall be xxxxxxixxxxx xn 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. (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 $35,000 (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 $5,217,704 ("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. No claim may be made for indemnification pursuant to Section 9.2(a) or Section 9.2(b) until the aggregate dollar amount of all Losses indemnifiable pursuant to such section exceeds Five Hundred Thousand Dollars ($500,000) and then only to the extent such Losses exceed the Five Hundred Thousand Dollar ($500,000) threshold. To the extent the Surviving Corporation is entitled to indemnification pursuant to Section 9.2(a), (i) the Surviving Corporation shall be entitled to obtain such indemnification only out of the then remaining balance of the Indemnification Escrow Amount, (ii) the aggregate amount of all Losses for which the Surviving Corporation shall be entitled to indemnification shall not exceed Seven Million Dollars ($7,000,000), and (iii) the Surviving Corporation shall not have any recourse against the Holder Representative or the Holders, for indemnification pursuant to this Article IX or otherwise. Notwithstanding anything contained in this Agreement, the indemnification provisions of this Article IX shall expire on June 30, 1999 (or, in the case of the representations and warranties of Holdings in Section 3.17, the date provided in Section 9.1) and any claims for indemnification which are not asserted prior to such date shall be forfeited; PROVIDED, HOWEVER, that such indemnification obligations with respect to any claim for indemnification asserted in writing to the indemnifying party prior to June 30, 1999 (or, in the case of the representations and warranties of Holdings in Section 3.17, the date provided in Section 9.1) shall survive until such claim is either resolved or satisfied.
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. No claim may be made against an indemnifying ------------------------- party for indemnification pursuant to either clause (ii) of Section 8.2 or Section 8.3 until the aggregate dollar amount of all Losses indemnifiable pursuant to such section exceeds $1,000,000. The aggregate amount of all Losses for which any indemnifying party shall be required to indemnify any indemnifying parties pursuant to this Article 8 (other than pursuant to clause (i) of Section 8.2) shall not exceed $45,000,000.
Limitation on Indemnities. 42 8.8 Survival of Representations, Warranties and Covenants of the Stockholders and the Company; Time Limits on Indemnification Obligations.................................................
