Limitations on Indemnification by Seller. (a) The indemnification obligations of the Seller pursuant to Section 7.2 shall be limited as follows:
Limitations on Indemnification by Seller. (a) The right of Purchaser Indemnified Parties to indemnification under Section 8.1 shall be subject to the following provisions:
Limitations on Indemnification by Seller. (a) Seller’s indemnification obligation shall be limited to the maximum Purchase Price payable under this Agreement; provided, however, Seller will not be obligated with respect to the first Indemnity Claims up to an aggregate of $15,000 (the “Indemnification Exclusion”). The Indemnification Exclusion will not include individual Indemnity Claims of less than $1,000.
Limitations on Indemnification by Seller. (a) With respect to the matters described in Section 6.1(a)(i) and Section 6.1(b), Sellers will have no liability with respect to such matters until Buyer Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches in excess of Three Hundred Thousand Dollars ($300,000.00 USD) (the “Threshold”) after which point Sellers shall be obligated to indemnify Buyer Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Fundamental Representations, (ii) any intentional breach of a representation or warranty, or (iii) breaches arising from fraud or willful misconduct.
Limitations on Indemnification by Seller. Seller will not be liable for indemnification arising solely under Section 11.2(a)(i) for (a) any losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this Section 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this Section 11.5, be liable exceeds, on an aggregate basis, $100,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within thirty (30) days after Seller's receipt of a statement therefor. In no event will Seller be liable for Buyer Damages in excess of $37,000,000.
Limitations on Indemnification by Seller. Notwithstanding the foregoing provisions of Section 11.1, (a) Seller shall not be required to indemnify Purchaser unless the amount for which an indemnity would otherwise be payable by Seller under Section 11.1 exceeds the Basket Limitation and, in such event, Seller shall be responsible for all such amounts from the first dollar of loss up to the Cap Limitation (provided that Seller’s obligations under Article 10 with respect to prorations and adjustments and Seller’s obligations under Section 14.2 with respect to brokers shall not be subject to the Basket Limitation or the Cap Limitation), (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 11.1 exceed the Cap Limitation (provided that Seller’s obligations under Article 10 with respect to prorations and adjustments and Seller’s obligations under Section 14.2 with respect to brokers shall not be subject to the Basket Limitation or the Cap Limitation), and (c) in the event Purchaser or New Property Manager has actual knowledge or any Deemed Purchaser Knowledge of any inaccuracy or breach of any representation, warranty, or covenant of Seller contained in this Agreement (a “Purchaser Waived Breach”) after the Effective Date but prior to Closing, and nonetheless proceeds with and consummates Closing, then Purchaser shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, whether at law or in equity, on account of any such Purchaser Waived Breach. In no event shall Purchaser be entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Seller.
Limitations on Indemnification by Seller. (c) Seller shall not be required to indemnify any Purchaser Indemnitee, and shall not have any Liability under clause (i) of Section 6.1:
Limitations on Indemnification by Seller. (a) With respect to the matters described in Section 8.02(a) hereof and Section 8.02(a) of the NECC Merger Agreement, the aggregate maximum liability of Seller shall be equal to $20,000,000 (the “Cap”).
Limitations on Indemnification by Seller. (a) Except with respect to claims based on actual fraud or injunctive or any similar equitable relief that may be available to Purchaser, the rights of Purchaser Indemnitees under Section 8.2 shall be the sole and exclusive remedies of Purchaser Indemnitees with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform Seller’s obligations under this Agreement. Without limiting the generality of the foregoing, except with respect to claims of fraud, in no event shall Purchaser, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement.
Limitations on Indemnification by Seller. (a) Seller will have no Liability pursuant to Section 7.2(a)(i) (i) unless and until the Buyer Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches indemnifiable pursuant to Section 7.2(a)(i) in excess of $[****] (the “Threshold”), after which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all indemnifiable Adverse Consequences from and including [****] (for the avoidance of doubt, Adverse Consequences will not apply towards the Threshold if they are claimed by a Buyer Indemnified Party pursuant to any provision other than Section 7.2(a)(i)) and (ii) for any individual claim or series of related claims, unless and until the Buyer Indemnitees have suffered aggregate indemnifiable Adverse Consequences arising out of such claim or series of related claims under Section 7.2(a)(i) with respect to such representations and warranties in excess of $[****] (the “Eligible Claim Threshold”) (provided, that, any claim or series of related claims not exceeding such amount shall not be aggregated to count towards the Threshold and shall not be indemnifiable under Section 7.2(a)(i)); provided, however, that the foregoing limitations shall not apply with respect to any breach of any of the Seller Fundamental Representations or any claim based on Fraud.
