Limitations on and Threshold for Indemnification. (a) No ZML REIT shall be liable under Sections 3.1 or 6.3 hereof unless and until the aggregate amount recoverable from Indemnifying Parties under the indemnification provisions set forth in Section 6.3 exceeds $250,000 provided, however, that once the total amount recoverable from Indemnifying Parties exceeds $250,000 in the aggregate, the ZML REIT's obligation under Section 6.3 shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, no ZML REIT shall be liable or obligated to make payments under this Agreement on any document deliveries pursuant to its terms to the extent such payments; when aggregated with any payments made by its subsidiary Opportunity Partnership under Section 5.3 of the Contribution 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 Company Common Shares issued or which may be issued in exchange for Units issued to such Opportunity Partnership pursuant to Section 1.3 of the Contribution Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Equity Office Properties Trust), Merger Agreement (Equity Office Properties Trust), Merger Agreement (Equity Office Properties Trust)
