Common use of Limitation on SOIF II’s Liability Clause in Contracts

Limitation on SOIF II’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) SOIF II shall not have any indemnification obligations for claims under Section 8.3 unless and until the aggregate amount of such claims exceeds the lesser of $50,000 or one percent (1%) of the SOIF II Consideration (provided that, once the amount of such claims exceeds such threshold, SOIF II shall pay damages from the first dollar of damages) and (b) in no event shall SOIF II’s aggregate liability for claims under Section 8.3 of this Agreement exceed ten percent (10%) of the value of the SOIF II Consideration; provided, however, that the limitations on liability set forth in this Section 8.4 shall not apply to any loss or liability arising from any breach of any of SOIF II’s Title and Authority Warranties, SOIF II’s intentional misconduct or fraudulent conduct or to SOIF II’s obligations with respect to sales commissions and brokerage fees under Section 5.2, which liability and obligations shall not be credited against the foregoing cap. Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by SOIF II under Section 8.3 of this Agreement, all other remedies with respect to such matters being hereby waived.

Limitation on SOIF II’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) SOIF II shall not have any indemnification obligations for claims under Section 8.3 8.1 unless and until the aggregate amount of such claims exceeds the lesser of $50,000 or one percent (1%) of the SOIF II Consideration (provided that, once the amount of such claims exceeds such threshold, SOIF II shall pay damages from the first dollar of damages) and (b) in no event shall SOIF II’s aggregate liability for claims under Section 8.3 8.1 of this Agreement exceed ten percent (10%) of the value of the SOIF II Consideration; provided, however, that the limitations on liability set forth in this Section 8.4 8.2 shall not apply to any loss or liability arising from any breach of any of SOIF II’s Title and Authority Warranties, SOIF II’s intentional misconduct or fraudulent conduct or to SOIF II’s obligations with respect to sales commissions and brokerage fees under Section 5.2, which liability and obligations shall not be credited against the foregoing cap. Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by SOIF II under Section 8.3 8.1 of this Agreement, all other remedies with respect to such matters being hereby waived.

Limitation on SOIF II’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) SOIF II shall not have any indemnification obligations for claims under Section 8.3 8.1 unless and until the aggregate amount of such claims exceeds the lesser of $50,000 or one percent (1%) of the SOIF II Consideration (provided that, once the amount of such claims exceeds such threshold, SOIF II shall pay damages from the first dollar of damages) and (b) in no event shall SOIF II’s aggregate liability for claims under Section 8.3 8.1 of this Agreement exceed ten percent (10%) of the value of the SOIF II Consideration; provided, however, that the limitations on liability set forth in this Section 8.4 8.2 shall not apply to any loss or liability arising from any breach of any of SOIF II’s Title and Authority Warranties, SOIF II’s intentional misconduct or fraudulent conduct or to SOIF II’s obligations with respect to sales commissions and brokerage fees under Section 5.2, which liability and obligations shall not be credited against the foregoing cap. Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by SOIF II under Section 8.3 8.1 of this Agreement, all other remedies with respect to such matters being hereby waived.

Limitation on SOIF II’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) SOIF II shall not have any indemnification obligations for claims under Section 8.3 8.1 unless and until the aggregate amount of such claims exceeds the lesser of $50,000 or one percent (1%) of the Consideration paid to SOIF II Consideration hereunder (provided that, once the amount of such claims exceeds such threshold, SOIF II shall pay damages from the first dollar of damages) and (b) in no event shall SOIF II’s aggregate liability for claims under Section 8.3 8.1 of this Agreement exceed ten percent (10%) of the value of the Consideration paid to SOIF II Considerationhereunder; provided, however, that the limitations on liability set forth in this Section 8.4 8.2 shall not apply to any loss or liability arising from any breach of any of SOIF II’s Title and Authority Warranties, SOIF II’s intentional misconduct or fraudulent conduct or to SOIF II’s obligations with respect to sales commissions and brokerage fees under Section 5.2, which liability and obligations shall not be credited against the foregoing cap. Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by SOIF II under Section 8.3 8.1 of this Agreement, all other remedies with respect to such matters being hereby waived.