Common use of Limitations on and Threshold for Indemnification Clause in Contracts

Limitations on and Threshold for Indemnification. Under Section 3.2. (a) Contributor shall not be liable under Section 3.2 hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2 exceeds $100,000; PROVIDED, HOWEVER, that claims for Losses arising out of a breach of representation or warranty contained in sections 2.1, 2.2, 2.4, 2.6, 2.7, and 2.9 hereof shall not be subject to such threshold amount but shall be recoverable from the first dollar of Losses; and PROVIDED FURTHER, that once the total amount recoverable by the Indemnified Parties under Section 3.2 hereof exceeds $100,000 in the aggregate, Contributor's obligation under Section 3.2 hereof shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, Contributor shall not be liable or obligated to make payments under this Article 3 to the extent such payments in the aggregate would exceed the Total Consideration received by Contributor at the Closing. Notwithstanding anything contained herein to the contrary, the Indemnified Parties shall look first to Contributor's Partnership Units (if any) for indemnification under this Article 3 (and agree to treat any return of Partnership Units as an adjustment to the consideration delivered to Contributor pursuant to the Formation Transactions) and then to any distributions received by Contributor in connection with such Contributor's Partnership Units. Contributor may make any payments due by it under this Article 3 in cash.

Limitations on and Threshold for Indemnification. Under Section 3.2. (a) Contributor shall not be liable under Section 3.2 hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2 exceeds $100,000; PROVIDED, HOWEVER, that claims for Losses arising out of a breach of representation or warranty contained in sections 2.1, 2.2, 2.4, 2.6, 2.7, and 2.9 hereof shall not be subject to such threshold amount but shall be recoverable from the first dollar of Losses; and PROVIDED FURTHER, that once the total amount recoverable by the Indemnified Parties under Section 3.2 hereof exceeds $100,000 in the aggregate, Contributor's obligation under Section 3.2 hereof shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, Contributor shall not be liable or obligated to make payments under this Article 3 with respect to any Partnership Interest to the extent such payments in the aggregate would exceed (i) if the Total Consideration Cash-Out Option is not exercised, the value of the Partnership Units (based upon the initial public offering price of the Common Stock) received by Contributor at the Closing or (ii) if the Cash-Out Option is exercised, the amount of cash consideration received by the Contributor pursuant to the Agreement at the Closing. Notwithstanding anything contained herein to the contrary, the Indemnified Parties shall look first to Contributor's Partnership Units (if any) for indemnification under this Article 3 (and agree to treat any return of Partnership Units as an adjustment to the consideration delivered to Contributor pursuant to the Formation Transactions) and ), then to any distributions received by Contributor in connection with such Contributor's Partnership Units. Units and then to any cash consideration paid to Contributor may make any payments due by it under pursuant to this Article 3 in cashAgreement.