Common use of LIMITATIONS OF INDEMNITY OBLIGATIONS Clause in Contracts

LIMITATIONS OF INDEMNITY OBLIGATIONS. The indemnity obligations of the Stockholders under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Stockholder shall expire on the third anniversary of the Effective Time (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.18 and 3.21 and Article 4 of this Agreement shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of the Company for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Stockholder for Claims timely asserted by an Indemnified Party in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (b) The aggregate indemnity obligations of the Stockholder under this Agreement and of Robexx X. Xxxxxxxxx xxx the Stockholder under the Membership Interest Purchase Agreement of even date herewith among BridgeStreet, Acquisition, Melaxxx X. Xxxxxxxxx xxx Exclusive Interim Properties, Ltd. (the "Purchase Agreement") shall not in any event exceed the sum of the amounts set forth on Exhibit 10 opposite each such person's name or, in the event of an IPO, the greater of (i) such amount and (ii) the amount equal to the total number of BridgeStreet Shares received by the Stockholder and Mr. Xxxxxxxxx xxxer this Agreement and the Purchase Agreement (after adjusting for any stock split or combination) multiplied by the price at which the BridgeStreet Common Stock is sold to the public in the IPO. (c) The Indemnified Parties shall be entitled to indemnification only if the aggregate and collective Damages for which they otherwise would be entitled to indemnification under this Agreement and the Purchase Agreement exceed $50,000, in which event they shall be entitled to indemnification of the full amount of such Damages. Notwithstanding the immediately preceding sentence, however, the Indemnified Parties shall be entitled to indemnification for Damages incurred or suffered by them as a result of the breach of Section 3.15 without regard to such $50,000 minimum.

LIMITATIONS OF INDEMNITY OBLIGATIONS. The indemnity obligations of the Stockholders under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Stockholder Stockholders shall expire on the third anniversary of the Effective Time (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.18 and 3.21 and Article 4 of this Agreement shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of the Company for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Stockholder Stockholders for Claims timely asserted by an Indemnified Party in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (b) The aggregate indemnity obligations of the each Stockholder under this Agreement and of Robexx X. Xxxxxxxxx xxx the Stockholder under the Membership Interest Purchase Agreement of even date herewith among BridgeStreet, Acquisition, Melaxxx X. Xxxxxxxxx xxx Exclusive Interim Properties, Ltd. (the "Purchase Agreement") for any Damages shall not in any event exceed the sum of the amounts amount set forth on Exhibit 10 opposite each such personStockholder's name or, in the event of an IPO, the greater of (i) such amount and (ii) the amount equal to the total number of BridgeStreet Shares Merger Stock received by the such Stockholder and Mr. Xxxxxxxxx xxxer this Agreement and the Purchase Agreement (after adjusting for any stock split or combination) multiplied by the price at which the BridgeStreet Common Stock is sold to the public in the IPO. (c) The Indemnified Parties shall be entitled to indemnification only if the aggregate and collective Damages for which they otherwise would be entitled to indemnification under this Agreement and the Purchase Agreement incurred or suffered by them exceed $50,000, in which event they shall be entitled to indemnification of the full amount of such Damages. Notwithstanding the immediately preceding sentence, however, the Indemnified Parties shall be entitled to indemnification for Damages incurred or suffered by them as a result of the breach of Section 3.15 without regard to such $50,000 minimum.

LIMITATIONS OF INDEMNITY OBLIGATIONS. The indemnity obligations of the Stockholders under this Agreement shall be subject Indemnifying Parties with respect to the following limitations: (a) The indemnity obligations of the Stockholder representations and warranties contained in this Agreement, shall expire on the third anniversary of the Effective Time (the "Cut-off Date")Closing; providedPROVIDED, howeverHOWEVER, that such obligations with respect to (i) the Stockholders' representations and warranties contained in Sections 3.12.04, 3.2, 3.18 2.19 and 3.21 and Article 4 of this Agreement 2.22 hereof shall continue forever without limitationin effect for the full period of any applicable statute of limitations period, and (ii) the representations and warranties regarding taxes, which are Taxes (contained in Section 3.15, 2.16 hereof) shall remain in effect until all claims for taxes Taxes due by or on account of the each Company for any period up to and including ending on or before the Effective Time Closing Date have been settled and any statute of limitations period with respect to such taxes Taxes has expired; and provided further PROVIDED, FURTHER, that the indemnity obligations of the Stockholder for with respect to Claims timely asserted by an Indemnified Party in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (b) The aggregate indemnity obligations of . Notwithstanding anything contained herein to the Stockholder under this Agreement and of Robexx X. Xxxxxxxxx xxx the Stockholder under the Membership Interest Purchase Agreement of even date herewith among BridgeStreet, Acquisition, Melaxxx X. Xxxxxxxxx xxx Exclusive Interim Properties, Ltd. (the "Purchase Agreement") shall not in any event exceed the sum of the amounts set forth on Exhibit 10 opposite each such person's name or, in the event of an IPO, the greater of contrary (i) such amount with respect to any breach involving fraud on the part of the Indemnifying Party or any other remedies to which the Indemnified Parties may otherwise be entitled at law or in equity, the remedies of the Indemnified Parties provided herein shall be in addition to, and not in lieu of, any other remedies to which the Indemnified Parties are entitled; and (ii) the amount aggregate of all claims for indemnification by the Buyer and BridgeStreet against the Stockholders or by the Stockholders against BridgeStreet and the Buyer shall not exceed the sum equal to the total number of BridgeStreet Shares received by the Stockholder Purchase Price and Mr. Xxxxxxxxx xxxer this Agreement and the Additional Purchase Agreement (after adjusting for any stock split or combination) multiplied by the price at which the BridgeStreet Common Stock is sold to the public in the IPO. (c) The Indemnified Parties shall be entitled to indemnification only if the aggregate and collective Damages for which they otherwise would be entitled to indemnification under this Agreement and the Purchase Agreement exceed $50,000, in which event they shall be entitled to indemnification of the full amount of such DamagesPrice. Notwithstanding the immediately preceding sentence, however, the Indemnified Parties shall be entitled to indemnification for Damages incurred or suffered by them as a result of the breach of Section 3.15 without regard to such $50,000 minimum.-38- 39

LIMITATIONS OF INDEMNITY OBLIGATIONS. The indemnity obligations of the Stockholders Stockholder under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Stockholder shall expire on the third anniversary of the Effective Time (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.18 and 3.21 and Article 4 of this Agreement shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of any of the Company Companies for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Stockholder for Claims timely asserted by an Indemnified Party in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (b) The aggregate indemnity obligations of the Stockholder under this Agreement and of Robexx X. Xxxxxxxxx xxx the Stockholder under the Membership Interest Purchase Agreement of even date herewith among BridgeStreet, Acquisition, Melaxxx X. Xxxxxxxxx xxx Exclusive Interim Properties, Ltd. (the "Purchase Agreement") for any Damages shall not in any event exceed the sum of the amounts amount set forth on Exhibit 10 opposite each such personStockholder's name or, in the event of an IPO, the greater of (i1) such amount and (ii) the amount equal to the total number of BridgeStreet Shares Merger Stock received by the such Stockholder and Mr. Xxxxxxxxx xxxer this Agreement and the Purchase Agreement (after adjusting for any stock split or combination) multiplied by the price at which the BridgeStreet Common Stock is sold to the public in the IPO. (c) The Indemnified Parties shall be entitled to indemnification only if the aggregate and collective Damages for which they otherwise would be entitled to indemnification under this Agreement and the Purchase Agreement incurred or suffered by them exceed $50,000, in which event they shall be entitled to indemnification of the full amount of such Damages. Notwithstanding the immediately preceding sentence, however, the Indemnified Parties shall be entitled to indemnification for Damages incurred or suffered by them as a result of the breach of Section 3.15 without regard to such $50,000 minimum.shall