Common use of Limitations of Indemnification Clause in Contracts

Limitations of Indemnification. The following limitations shall apply with regard to Seller’s obligations to indemnify Buyer Indemnitees pursuant to this Section 6.2: (i) Seller’s and its Affiliates’ aggregate liability under Section 6.2(a)(i) of this Agreement shall not exceed $7,500,000 (the “Liability Cap”). The limitations on the indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences resulting from fraud or willful misconduct by Seller or its Affiliates. (ii) Seller and its Affiliates will have no liability under Section 6.2(a)(i) of this Agreement unless and until the aggregate Adverse Consequences for which Buyer Indemnitees are entitled to recover under Section 6.2(a)(i) of this Agreement exceed $500,000 (the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Buyer acknowledges and agrees that the indemnification provisions in this Article 6 shall be the exclusive remedies of Buyer Indemnitees with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii), Section 6.2(a)(iii) or Section 6.2(a)(iv), regardless of whether it may also be brought under Section 6.2(a)(i), shall not be subject to any limitation specified in Section 6.2(b)(i) or Section 6.2(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to Seller’s obligations to indemnify Buyer Indemnitees pursuant to this Section 6.27.2: (i) Seller’s Seller and its Affiliates’ aggregate liability under Section 6.2(a)(i7.2(a)(i) of this Agreement shall not exceed $7,500,000 4,000,000 (the “Liability Cap”). The limitations on the indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences resulting from fraud or willful misconduct by Seller or its Affiliates. (ii) Seller and its Affiliates Affiliates’ will have no liability under Section 6.2(a)(i7.2(a)(i) of this Agreement unless and until the aggregate Adverse Consequences for which Buyer Indemnitees are entitled to recover under Section 6.2(a)(i7.2(a)(i) of this Agreement exceed $500,000 200,000 (the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Each of Buyer and the Partnership acknowledges and agrees that the indemnification provisions in this Article 6 7 shall be the exclusive remedies of Buyer Indemnitees with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii7.2(a)(ii), Section 6.2(a)(iii7.2(a)(iii) or Section 6.2(a)(iv7.2(a)(iv), regardless of whether it may also be brought under Section 6.2(a)(i7.2(a)(i), shall not be subject to any limitation specified in Section 6.2(b)(i7.2(b)(i) or Section 6.2(b)(ii7.2(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to Seller’s Buyer's obligations to indemnify Buyer Seller Indemnitees pursuant to this Section 6.26.3: (i) Seller’s Buyer's and its Affiliates’ aggregate ' liability under Section 6.2(a)(i) of this Agreement shall not exceed $7,500,000 (the “Liability Cap”). The limitations on the Buyer's indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences losses resulting from fraud or willful misconduct by Seller or its AffiliatesBuyer. (ii) Seller Buyer and its Affiliates will have no liability under Section 6.2(a)(i) of this Agreement for any Adverse Consequences, unless and until the aggregate Adverse Consequences for which Buyer Seller Indemnitees are entitled to recover under Section 6.2(a)(i) of this Agreement exceed $500,000 (exceeds the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer Seller Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Buyer Seller acknowledges and agrees that the indemnification provisions in this Article 6 shall be the exclusive remedies of Buyer the Seller, Seller Indemnitees and their Affiliates with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii), Section 6.2(a)(iii) or Section 6.2(a)(iv), regardless of whether it may also be brought under Section 6.2(a)(i), shall not be subject to any limitation specified in Section 6.2(b)(i) or Section 6.2(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to Seller’s obligations to indemnify Buyer Indemnitees pursuant to this Section 6.2: (i) Seller’s and its Affiliates’ aggregate liability under Section 6.2(a)(i) of this Agreement shall not exceed $7,500,000 21,500,000 (the “Liability Cap”). The limitations on the indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences resulting from fraud or willful misconduct by Seller or its Affiliates. (ii) Seller and its Affiliates will have no liability under Section 6.2(a)(i) of this Agreement unless and until the aggregate Adverse Consequences for which Buyer Indemnitees are entitled to recover under Section 6.2(a)(i) of this Agreement exceed $500,000 1,000,000 (the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Each Buyer Party acknowledges and agrees that the indemnification provisions in this Article 6 shall be the exclusive remedies of Buyer Indemnitees with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii), Section 6.2(a)(iii) or ), Section 6.2(a)(iv), regardless or Section 6.2(a)(v)regardless of whether it may also be brought under Section 6.2(a)(i), shall not be subject to any limitation specified in Section 6.2(b)(i) or Section 6.2(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to SellerBuyer’s and the Partnership’s obligations to indemnify Buyer DRPI Indemnitees pursuant to this Section 6.28.3: (i) SellerBuyer’s, the Partnership’s and its their respective Affiliates’ aggregate liability under Section 6.2(a)(i8.3(a)(i) of this Agreement shall not exceed $7,500,000 (the “Liability Cap”). The limitations on the indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences resulting from fraud or willful misconduct by Seller Buyer or its Affiliatesthe Partnership or any of their respective Affiliates shall not exceed the fair market value of the Transaction Units on the Closing Date. (ii) Seller Buyer, the Partnership and its their respective Affiliates will have no liability under Section 6.2(a)(i8.3(a)(i) of this Agreement unless and until the aggregate Adverse Consequences for which Buyer DRPI Indemnitees are entitled to recover under Section 6.2(a)(i8.3(a)(i) of this Agreement exceed $500,000 (the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer DRPI Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Buyer DRPI acknowledges and agrees that the indemnification provisions in this Article 6 8 shall be the exclusive remedies of Buyer the DRPI Indemnitees with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii8.3(a) (other than clause (i), Section 6.2(a)(iii) or Section 6.2(a)(iv), regardless of whether it may also be brought under Section 6.2(a)(i), 8.3(a)(i) shall not be subject to any limitation specified in under Section 6.2(b)(i8.3(b)(i) or Section 6.2(b)(ii8.3(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to Seller’s obligations to indemnify Buyer Indemnitees pursuant to this Section 6.2: (i) Seller’s and its Affiliates’ aggregate liability under Section 6.2(a)(i) of this Agreement shall not exceed $7,500,000 38,250,000 (the “Liability Cap”). The limitations on the indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences resulting from fraud or willful misconduct by Seller or its Affiliates. (ii) Seller and its Affiliates will have no liability under Section 6.2(a)(i) of this Agreement unless and until the aggregate Adverse Consequences for which Buyer Indemnitees are entitled to recover under Section 6.2(a)(i) of this Agreement exceed $500,000 2,000,000 (the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Buyer acknowledges and agrees that the indemnification provisions in this Article 6 shall be the exclusive remedies of Buyer Indemnitees with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii), Section 6.2(a)(iii) or ), Section 6.2(a)(iv), or Section 6.2(a)(v) regardless of whether it may also be brought under Section 6.2(a)(i), shall not be subject to any limitation specified in Section 6.2(b)(i) or Section 6.2(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to Seller’s PinnOak's and Sellers' obligations to indemnify Buyer Indemnitees pursuant to this Section 6.28.2: (i) Seller’s and its Affiliates’ aggregate Sellers' liability under Section 6.2(a)(i) of this Agreement shall not exceed $7,500,000 20% of the Purchase Price paid in accordance with Section 2.2 (the “"Liability Cap”"). The limitations on the PinnOak's and Sellers' indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences losses resulting from fraud or willful misconduct by Seller PinnOak or its Affiliateseither Seller. (ii) Seller PinnOak and its Affiliates Sellers will have no liability under Section 6.2(a)(i) of this Agreement Agreement, unless and until the aggregate Adverse Consequences for which Buyer Indemnitees are entitled to recover under Section 6.2(a)(i) of this Agreement exceed $500,000 exceeds 1% of the Purchase Price paid in accordance with Section 2.2 (the “"Threshold Amount”"); provided, however, once such amount exceeds the Threshold Amount, Buyer Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Buyer acknowledges and agrees that the indemnification provisions in this Article 6 VIII and the termination rights in Section 10.1 shall be the exclusive remedies of the Buyer, Buyer Indemnitees and their Affiliates with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii), Section 6.2(a)(iii) or Section 6.2(a)(iv), regardless of whether it may also be brought under Section 6.2(a)(i), shall not be subject to any limitation specified in Section 6.2(b)(i) or Section 6.2(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to SellerDRPI’s obligations to indemnify Buyer Indemnitees pursuant to this Section 6.28.2: (i) Seller’s DRPI and its Affiliates’ aggregate liability under Section 6.2(a)(i8.2(a)(i) of this Agreement shall not exceed $7,500,000 20,000,000 (the “Liability Cap”). The limitations on the indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences resulting from fraud or willful misconduct by Seller DRPI or its AffiliatesAffiliates shall not exceed the fair market value of the Transaction Units on the Closing Date. (ii) Seller DRPI and its Affiliates Affiliates’ will have no liability under Section 6.2(a)(i8.2(a)(i) of this Agreement unless and until the aggregate Adverse Consequences for which Buyer Indemnitees are entitled to recover under Section 6.2(a)(i8.2(a)(i) of this Agreement exceed $500,000 1,000,000 (the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Each of Buyer and the Partnership acknowledges and agrees that the indemnification provisions in this Article 6 8 shall be the exclusive remedies of Buyer Indemnitees with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii8.2(a) (other than clause (i), Section 6.2(a)(iii) or Section 6.2(a)(iv), regardless of whether it may also be brought under Section 6.2(a)(i), 8.2(a)(i) shall not be subject to any limitation specified in Section 6.2(b)(i8.2(b)(i) or Section 6.2(b)(ii8.2(b)(ii).

Limitations of Indemnification. The following limitations shall apply with regard to SellerBuyer’s and the Partnership’s obligations to indemnify Buyer Seller Indemnitees pursuant to this Section 6.27.3: (i) SellerBuyer’s, the Partnership’s and its their respective Affiliates’ aggregate liability under Section 6.2(a)(i7.3(a)(i) of this Agreement shall not exceed $7,500,000 (the “Liability Cap”). The limitations on the indemnification obligations set forth in the prior sentence shall not apply to Adverse Consequences resulting from fraud or willful misconduct by Seller Buyer or its the Partnership or any of their respective Affiliates. (ii) Seller Buyer, the Partnership and its their respective Affiliates will have no liability under Section 6.2(a)(i7.3(a)(i) of this Agreement unless and until the aggregate Adverse Consequences for which Buyer Seller Indemnitees are entitled to recover under Section 6.2(a)(i7.3(a)(i) of this Agreement exceed $500,000 (the “Threshold Amount”); provided, however, once such amount exceeds the Threshold Amount, Buyer Seller Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount, subject to the limitations set forth in (i) above. (iii) Buyer Seller acknowledges and agrees that the indemnification provisions in this Article 6 7 shall be the exclusive remedies of Buyer the Seller Indemnitees with respect to the transactions contemplated by this Agreement. (iv) Any claim that may be brought under Section 6.2(a)(ii), Section 6.2(a)(iii7.3(a)(ii) or Section 6.2(a)(iv7.3(a)(iii), regardless of whether it may also be brought under Section 6.2(a)(i7.3(a)(i), shall not be subject to any limitation specified in under Section 6.2(b)(i7.3(b)(i) or Section 6.2(b)(ii7.3(b)(ii).