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

Limitations on and Threshold for Indemnification. (a) No Contributor shall be liable under Sections 3.2, 3.3 or 5.3 hereof unless and until the aggregate amount recoverable from Indemnifying Parties under the indemnification provisions set forth in Section 5.3 exceeds $250,000; provided, however, that once the total amount recoverable from Indemnifying Parties exceeds $250,000 in the aggregate, the Contributor's obligation under Section 5.3 hereof shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, no Opportunity Partnership shall be liable or obligated to make payments under this Agreement or any document delivered pursuant to its terms to the extent such payments when aggregated with any payments made by its parent ZML REIT under Section 6.3 of the Merger Agreement would exceed the net realizable value (calculated from time to time as of the date or dates on which claims are paid hereunder) of one percent (1%) of the Shares issued or which may be issued in exchange for Units issued to such Opportunity Partnership pursuant to Section 1.3 hereof. (c) Notwithstanding anything contained herein to the contrary, neither EOH nor EGI, shall individually or collectively be liable pursuant to this Agreement for an amount which is greater than Fifteen Million Dollars ($15,000,000) in the aggregate.

Limitations on and Threshold for Indemnification. (a) No Contributor shall be liable under Sections 3.2, 3.3 or 5.3 hereof unless and until the aggregate amount recoverable from Indemnifying Parties under the indemnification provisions set forth in Section 5.3 exceeds $250,000; provided, however, that once the total amount recoverable from Indemnifying Parties exceeds $250,000 in the aggregate, the Contributor's obligation under Section 5.3 hereof shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, no Opportunity Partnership shall be liable or obligated to make payments under this Agreement or any document delivered pursuant to its terms to the extent such payments when aggregated with any payments made by its parent ZML REIT under Section 6.3 of the Merger Agreement would exceed the net realizable value (calculated from time to time as of the date or dates on which claims are paid hereunder) of one percent (1%) of the Shares issued or which may be issued in exchange for Units issued to such Opportunity Partnership pursuant to Section 1.3 hereof. (c) Notwithstanding anything contained herein to the contrary, neither EOH nor EOH, EOP or EGI, nor any one or several of them, shall individually or collectively be liable pursuant to this Agreement for an amount which is greater than Fifteen Million Dollars ($15,000,000) in the aggregate.