Limitation on Seller’s Liability. Notwithstanding any other provision of this Article 5 to the contrary, (a) Seller shall not have any indemnification obligations for claims under Section 5.1 unless and until the aggregate amount of such claims exceeds $30,000 (provided that, once the amount of such claims exceeds $30,000, Seller shall pay damages from the first dollar of damages) and (b) in no event shall Seller’s aggregate liability for claims under Section 5.1 of this Agreement exceed $500,010.00; provided, however, that the limitations on liability set forth in this Section 5.2 shall not apply to any loss or liability arising from any breach of any of Seller’s Warranties, or to Seller’s obligations with respect to re-prorations under Section 3.2, which liability and obligations shall not be credited against the foregoing cap. The provisions of this Article 5 shall be the sole and exclusive remedy of Buyer with respect to matters which are subject to indemnification by Seller under Section 5.1 of this Agreement, all other remedies with respect to such matters being hereby waived.
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Samples: Membership Interest Purchase Agreement (Bluerock Multifamily Growth REIT, Inc.), Membership Interest Purchase Agreement (Bluerock Multifamily Growth REIT, Inc.)
Limitation on Seller’s Liability. Notwithstanding any other provision of this Article 5 8 to the contrary, (a) Seller shall not have any indemnification obligations for claims under Section 5.1 8.1 and Section 8.3 unless and until the aggregate amount of such claims exceeds $30,000 (provided that, once the amount of such claims exceeds $30,000, Seller shall pay damages from the first dollar of damages) and (b) in no event shall Seller’s aggregate liability for claims under Section 5.1 8.1 and Section 8.3 of this Agreement exceed $500,010.00500,000; provided, however, that the limitations on liability set forth in this Section 5.2 8.2 shall not apply to any loss or liability arising from any breach of any of Seller’s the Title and Authority Warranties, or to Seller’s obligations with respect to re-prorations reprorations under Section 3.25.2, which liability and obligations shall not be credited against the foregoing cap. The Except as provided in Article 7, the provisions of this Article 5 8 shall be the sole and exclusive remedy of Buyer with respect to matters which are subject to indemnification by Seller under Section 5.1 Sections 8.1 and 8.3 of this Agreement, all other remedies with respect to such matters being hereby waived.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Behringer Harvard Multifamily Reit I Inc)
Limitation on Seller’s Liability. Notwithstanding any other provision of this Article 5 to the contrary, (a) Seller shall not have any indemnification obligations for claims under Section 5.1 unless and until the aggregate amount of such claims exceeds $30,000 (provided that, once the amount of such claims exceeds $30,000, Seller shall pay damages from the first dollar of damages) and (b) in no event shall Seller’s aggregate liability for claims under Section 5.1 of this Agreement exceed $500,010.00369,034 ; provided, however, that the limitations on liability set forth in this Section 5.2 shall not apply to any loss or liability arising from any breach of any of Seller’s Warranties, or to Seller’s obligations with respect to re-prorations reprorations under Section 3.2, which liability and obligations shall not be credited against the foregoing cap. The provisions of this Article 5 shall be the sole and exclusive remedy of Buyer with respect to matters which are subject to indemnification by Seller under Section 5.1 of this Agreement, all other remedies with respect to such matters being hereby waived.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bluerock Enhanced Multifamily Trust, Inc.)