Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations: (a) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b) and Section 10.2(c) shall be determined net of any amounts recovered by the Parent Indemnitees or their Affiliates, or the Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including the Tax Matters Agreements (to the extent includable in indemnifiable Losses), with respect to such Losses; (b) the Parent Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(b)(i) or Section 10.2(b)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; provided, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) or Section 3.15 (Brokers) or (y) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers); (c) the Member Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (d) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) or Section 10.2(a)(iv)(A) until the aggregate amount which the Parent Indemnitees would recover under such sections (as limited by the provisions of Section 10.4(a) and Section 10.4(b) and Section 12.15) exceeds $5,000,000 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority); (e) the Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) until the aggregate amount which the Member Indemnitees would recover under Section 10.2(c)(i) and Section 10.2(c)(ii) (as limited by the provisions of Section 10.4(a) and Section 10.4(d) and Section 12.15) exceeds the Threshold, in which case, the Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (f) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including as a result of any waiver by the Contributors of Section 8.3(c), the aggregate liability of Parent REIT, Parent OP and Parent Sub pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) shall not exceed the Aggregate Unit Value and the Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) in excess of the Aggregate Unit Value; (g) the aggregate liability of any Contributor or LVP REIT pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) shall not exceed the aggregate consideration actually received by such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess of the Aggregate Consideration Value less the amount of Escrow Cash and Escrow Units allocated to such Person;

Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations: (a) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b), Section 10.2(c), Section 10.2(d) and Section 10.2(c10.2(e) shall be determined net of any amounts recovered by the Parent Indemnitees or their Affiliates, the Member Indemnitees or their Affiliates, or the Barceloneta Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including the Tax Matters Agreements and the Barceloneta Tax Matters Agreement (in each case, to the extent includable in indemnifiable Losses), with respect to such Losses; (b) the Parent Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(a)(vi), Section 10.2(b)(i), Section 10.2(b)(ii) or Section 10.2(b)(ii10.2(c)(i) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; provided, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (xw) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) or Section 3.15 (Brokers) or ), (yx) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers);, (y) Section 10.2(a)(vi) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Company) of the Barceloneta Contribution Agreement, Section 3.3 (Authority) of the Barceloneta Contribution Agreement or Section 3.15 (Brokers) of the Barceloneta Contribution Agreement or (z) Section 10.2(c)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority) of the Barceloneta Contribution Agreement, Section 4.4 (Title) of the Barceloneta Contribution Agreement or Section 4.6 (Brokers) of the Barceloneta Contribution Agreement. (c) the Member Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(c)(i10.2(d)(i) or Section 10.2(c)(ii10.2(d)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i10.2(d)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (d) the Barceloneta Member Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(e)(i) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(d) shall not apply to any claim for indemnification pursuant to Section 10.2(e)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority) of the Barceloneta Contribution Agreement, Section 5.6 (Brokers) of the Barceloneta Contribution Agreement or Section 5.10 (New Company) of the Barceloneta Contribution Agreement; (e) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) ), Section 10.2(a)(iv)(A), or Section 10.2(a)(iv)(A10.2(a)(vi) until the aggregate amount which the Parent Indemnitees would recover under such sections (as limited by the provisions of Section 10.4(a) and ), Section 10.4(b) and Section 12.1512.15 of this Agreement and Section 12.15 of the Barceloneta Contribution Agreement) exceeds $5,000,000 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to (x) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority)) or (y) Section 10.2(a)(vi) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Company) of the Barceloneta Contribution Agreement or Section 3.3 (Authority) of the Barceloneta Contribution Agreement; (ef) the Member Indemnitees and the Barceloneta Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i10.2(d)(i), Section 10.2(d)(ii) or Section 10.2(c)(ii10.2(e)(i) until the aggregate amount which the Member Indemnitees and Barceloneta Member Indemnitees would recover under Section 10.2(c)(i10.2(d)(i), Section 10.2(d)(ii) and Section 10.2(c)(ii10.2(e)(i) (as limited by the provisions of Section 10.4(a) and ), Section 10.4(d) and Section 12.1512.15 of this Agreement and Section 12.15 of the Barceloneta Contribution Agreement) exceeds the Threshold, in which case, the Member Indemnitees and Barceloneta Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim (x) for indemnification pursuant to Section 10.2(c)(i10.2(d)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company)) or (y) for indemnification pursuant to Section 10.2(e)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority) of the Barceloneta Contribution Agreement, Section 5.6 (Brokers) of the Barceloneta Contribution Agreement or Section 5.10 (New Company) of the Barceloneta Contribution Agreement; (fg) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including as a result of any waiver by the Contributors of Section 8.3(c), the aggregate liability of Parent REIT, Parent OP and Parent Sub pursuant to Section 10.2(c)(i10.2(d)(i) and Section 10.2(c)(ii10.2(d)(ii) shall not exceed the Aggregate Unit Value and the Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(c)(i10.2(d)(i) and Section 10.2(c)(ii10.2(d)(ii) in excess of the Aggregate Unit Value; (gh) the aggregate liability of Parent REIT, Parent OP and Parent Sub pursuant to Section 10.2(e)(i) shall not exceed the Barceloneta Aggregate Unit Value and the Barceloneta Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(e)(i)) in excess of the Barceloneta Aggregate Unit Value; (i) the aggregate liability of any Contributor or LVP REIT pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) shall not exceed the aggregate consideration actually received by such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess of the Aggregate Consideration Value less the amount of Escrow Cash and Escrow Units allocated to such Person; (j) the aggregate liability of any Barceloneta Contributor pursuant to Section 10.2(c)(i) shall not exceed the aggregate consideration actually received by such Person pursuant to Article 2 of the Barceloneta Contribution Agreement (valued, in the case of Parent OP Common Units, at the Barceloneta Parent Closing Price) and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a) and Section 10.2(c)(i) in excess of the Barceloneta Aggregate Consideration Value; (k) (x) the Escrow Units and Escrow Cash in the Escrow Account at any given time shall be the sole source of recovery with respect to Losses indemnifiable pursuant to Section 10.2(a), and in no event shall the Parent Indemnitees be entitled to recover more than the amount of Escrow Cash and Escrow Units available in the Escrow Account pursuant to Section 10.2(a); (y) in the event any facts, conditions, conduct or claims, or series of related or substantially similar facts, conditions, conduct or claims, result in Losses pursuant to which the Parent Indemnitees are entitled to indemnification pursuant to Section 10.2(a) and Section 10.2(b) or Section 10.2(c), the Parent Indemnitees shall only be entitled to recover for such Losses pursuant to Section 10.2(a) and shall have no rights to indemnification pursuant to Section 10.2(b) or Section 10.2(c) other than (A) in the case of a breach of Section 3.2 (Capitalization of the Group Companies) and Section 4.4 (Title), in which case the Parent Indemnitees shall only be entitled to recover directly from the applicable Contributor with respect to the dual claim (it being understood that this shall not create a limit on claims relating to breaches of provisions in Section 3.2 that are not also contained in Section 4.4) and (B) in the case of a breach of Section 3.2 (Capitalization of the Company) of the Barceloneta Contribution Agreement and Section 4.4 (Title) of the Barceloneta Contribution Agreement, in which case the Parent Indemnitees shall only be entitled to recover directly from the applicable Barceloneta Contributor with respect to the dual claim (it being understood that this shall not create a limit on claims relating to breaches of provisions in Section 3.2 of the Barceloneta Contribution Agreement that are not also contained in Section 4.4 of the Barceloneta Contribution Agreement); and (z) in the event any facts, conditions, conduct or claims, or series of related or substantially similar facts, conditions, conduct or claims, result in Losses pursuant to which the Parent Indemnitees are entitled to indemnification pursuant to Section 10.2(a)(i) and Section 10.2(a)(vi), the Parent Indemnitees shall only be entitled to recover for such Losses pursuant to Section 10.2(a)(vi) and shall have no rights to indemnification pursuant to Section 10.2(a)(i); (l) Notwithstanding anything contained herein to the contrary, after the Closing, on the date that the Escrow Cash and the Escrow Units are reduced to zero, the Parent Indemnitees shall have no further rights to indemnification under Section 10.2(a). In any case where a Parent Indemnitee recovers, under insurance policies or from other collateral sources, any amount in respect of a matter for which such Parent Indemnitee was indemnified pursuant to Section 10.2(a), Section 10.2(b) or Section 10.2(c), such Parent Indemnitee shall promptly pay over to the Representative (for further distribution to the Contributors or Barceloneta Contributors, as applicable) the amount so recovered (after deducting therefrom the full amount of the expenses incurred by such Parent Indemnitee in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid to or on behalf of such Parent Indemnitee in respect of such matter and (ii) any amount expended by the Representative in pursuing or defending any claim arising out of such matter; (m) Following the Closing, the Parent Indemnitees, the Member Indemnitees and the Barceloneta Member Indemnitees shall take commercially reasonable steps to mitigate any Losses with respect to which indemnification may be requested under this Article 10 and the costs associated with such mitigation shall be included in the Losses with respect to which indemnification may be requested under this Article 10; and (n) In no event shall (x) a Parent Indemnitee be entitled to recover Losses pursuant to Section 10.2(b)(i) in respect of a breach of the representations and warranties in Article 3 hereof or (y) a Parent Indemnitee be entitled to recover Losses pursuant to Section 10.2(c)(i) in respect of a breach of the representations and warranties in Article 3 of the Barceloneta Contribution Agreement.

Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations: (a) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b) and Section 10.2(c) shall be determined net of any amounts recovered by the Parent Indemnitees or their Affiliates, or the Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including the Tax Matters Agreements (to the extent includable in indemnifiable Losses), with respect to such Losses; (b) the Parent Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(b)(i) or Section 10.2(b)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000***25; provided, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) or Section 3.15 (Brokers) or (y) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers); (c) the Member Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000***26; provided, that this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company);; 25 Certain portions have been omitted in connection with an application for confidential treatment therefor. 26 Certain portions have been omitted in connection with an application for confidential treatment therefor. (d) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) or Section 10.2(a)(iv)(A) until the aggregate amount which the Parent Indemnitees would recover under such sections (as limited by the provisions of Section 10.4(a) and Section 10.4(b) and Section 12.15) exceeds $5,000,000 ***27 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority); (e) the Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) until the aggregate amount which the Member Indemnitees would recover under Section 10.2(c)(i) and Section 10.2(c)(ii) (as limited by the provisions of Section 10.4(a) and Section 10.4(d) and Section 12.15) exceeds the Threshold, in which case, the Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (f) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including as a result of any waiver by the Contributors of Section 8.3(c), the aggregate liability of Parent REIT, Parent OP and Parent Sub pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) shall not exceed the Aggregate Unit Value and the Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) in excess of the Aggregate Unit Value; (g) the aggregate liability of any Contributor or LVP REIT pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) shall not exceed the aggregate consideration actually received by such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess of the Aggregate Consideration Value less the amount of Escrow Cash and Escrow Units allocated to such Person;

Limitations on Indemnification Obligations. The rights to indemnification pursuant (a) Subject to the provisions of Section 10.2 8.4(b) below, the rights of the Buyer Indemnitees to indemnification pursuant to Section 8.2(a) are subject to the following limitations: (ai) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b) and Section 10.2(c) shall be determined net of any amounts recovered by the Parent Indemnitees or their Affiliates, or the Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including the Tax Matters Agreements (to the extent includable in indemnifiable Losses), with respect to such Losses; (b) the Parent Buyer Indemnitees shall not be entitled to recover in respect of for any individual claim particular Loss pursuant to Section 10.2(a)(iclause (i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(b)(i) or Section 10.2(b)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; provided, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) or Section 3.15 (Brokersii) or (yiv) of Section 10.2(b)(i8.2(a) to the extent unless such claim is based upon a breach Loss (or group of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Titlerelated Losses) equals or Section 4.6 (Brokers)exceeds $250,000; (cii) the Member Buyer Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (d) the Parent Indemnitees shall will not be entitled to recover Losses pursuant to Section 10.2(a)(iclause (i), Section 10.2(a)(ii(ii) or (iv) of Section 10.2(a)(iv)(A8.2(a) until the aggregate total amount which the Parent Buyer Indemnitees would recover under such sections clauses (as limited by the provisions i), (ii) and (iv) of Section 10.4(a) and Section 10.4(b) and Section 12.15) exceeds $5,000,000 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority); (e) the Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) until the aggregate amount which the Member Indemnitees would recover under Section 10.2(c)(i) and Section 10.2(c)(ii8.2(a) (as limited by the provisions of Section 10.4(aSections 8.4(a)(i) and Section 10.4(d8.4(c) and Section 12.15) exceeds the Threshold, in which case, the Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), but for this Section 5.6 8.4(a)(ii), exceeds $10,000,000 (Brokers) or Section 5.10 (New Companythe "Threshold");, at which time all amounts from the first dollar of Loss may be recovered; and (fiii) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including as a result of any waiver by the Contributors of Section 8.3(c), the aggregate liability of Parent REIT, Parent OP and Parent Sub pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) shall not exceed the Aggregate Unit Value and the Member Indemnitees, collectively, shall not Buyer Indemnitees will be entitled to recover Losses pursuant to Section 10.2(c)(iclauses (i), (ii) and (iv) of Section 10.2(c)(ii8.2(a) in excess of the Aggregate Unit Value; (g) the an aggregate liability of any Contributor or LVP REIT pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) shall not exceed the aggregate consideration actually received by such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess no more than 30% of the Aggregate Consideration Value less Amount. (b) Notwithstanding anything to the contrary contained herein, the provisions of Section 8.4(a) shall not apply to any Losses resulting from a breach of a representation or warranty contained in any of Section 3.1 (Organization of the Company), Section 3.2 (Authorization), Section 3.3 (Capitalization of the Company) (other than the last sentence of Section 3.3), Section 3.14 (Taxes) and Section 3.26 (Brokers). (c) The amount of any and all Losses indemnified pursuant to this Article 8 will be determined net of (i) amounts actually received by the Indemnified Party under any insurance policy with respect to such Losses (except to the extent that recovery under such insurance policy results in a premium increase or other damage to the Indemnified Party), (ii) any Tax benefit actually realized by the Indemnified Party arising from the facts or circumstances giving rise to such Losses and (iii) any recoveries obtained by the Indemnified Person from any other third party. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such amounts, benefits and recoveries. If any such amounts, proceeds or recoveries are received by an Indemnified Party with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party shall pay to the Indemnifying Party the amount of Escrow Cash and Escrow Units allocated such amounts, benefits or recoveries (up to such Person;the amount of the Indemnifying Party's payment).

Limitations on Indemnification Obligations. The rights to indemnification pursuant Notwithstanding anything to the provisions of Section 10.2 are subject to the following limitationscontrary contained herein: (ai) With respect to the amount indemnification obligations of any and all Losses recoverable Sellers pursuant to Section 10.2(a7.1(a)(i)(A) or Section 7.1(a)(i)(B), no Seller shall be obligated to indemnify the Purchaser Indemnified Parties under Section 7.1(a)(i)(A) or under Section 7.1(a)(i)(B) unless the aggregate of all Losses for which Sellers would, but for this clause (i), be liable under Section 7.1(a)(i)(A) and Section 7.1(a)(i)(B) exceeds on a cumulative basis $10,000, at which point, subject to any other applicable limitations contained in this Section 7.1(e), the Purchaser Indemnified Parties shall be entitled to all indemnification amounts under Section 7.1(a)(i)(A) and Section 7.1(a)(i)(B) from Sellers, including the first full $10,000 of Losses (the “Threshold”); provided, however, that the limitations in this Section 7.1(e)(i) shall not apply (A) to any indemnification obligations arising from or relating to any of the Fundamental Representations, or (B) in the case of fraud or intentional breach with respect to this Agreement or the transactions contemplated hereby. (ii) With respect to the indemnification obligations of Sellers pursuant to Section 7.1(a)(i)(A), Section 10.2(b7.1(a)(i)(C), and Section 7.1(a)(ii) through Section 7.1(a)(vi), each Seller’s indemnification obligations shall be joint and several. (iii) With respect to the indemnification obligations of Sellers pursuant to Section 7.1(a)(i)(B) and Section 10.2(c7.1(a)(i)(D), each Seller shall only be obligated to indemnify the Purchaser Indemnified Parties with respect to (A) an inaccuracy or breach of a representation or warranty covered by Section 7.1(a)(i)(B) (that does not also relate to any inaccuracy or breach of a representation or warranty subject to Section 7.1(a)(i)(A)) to the extent that such inaccuracy or breach related to or involved such Seller, or (B) a breach of a covenant, understanding or agreement covered by Section 7.1(a)(i)(D) to the extent that such Seller or Sellers’ Representative breached or caused or permitted the breach of such covenant, understanding or agreement. (iv) Any indemnification obligations of Sellers under this ARTICLE VII shall be determined net satisfied first by recourse to the Escrow Fund, and to the extent the Escrow Fund is no longer available or is insufficient to satisfy the indemnification obligation, and second by direct recourse to Sellers. (v) With respect to the indemnification obligations of any Purchaser pursuant to Section 7.1(b)(i), Purchaser shall not be obligated to indemnify Sellers under Section 7.1(b)(i) unless the aggregate of all Losses for which Purchaser would, but for this clause (v), be liable under this Agreement exceeds on a cumulative basis the Threshold, at which point Sellers shall be entitled to all indemnification amounts recovered by the Parent Indemnitees or their Affiliates, or the Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this AgreementSection 7.1(b)(i), including the Tax Matters Agreements (to the extent includable in indemnifiable first full $10,000 of Losses), with respect to such Losses; (b) the Parent Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(b)(i) or Section 10.2(b)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; provided, however, that the limitations in this Section 10.4(b7.1(e)(v) shall not apply (A) to any claim for indemnification obligations arising from the Fundamental Representations, or (B) in the case of fraud or intentional breach with respect to this Agreement or the transactions contemplated hereby. (vi) With respect to the indemnification obligations of Purchaser pursuant to Section 7.1(b), Purchaser shall not be obligated to indemnify Sellers under Section 7.1(b) for any Losses for which Purchaser would, but for this clause (xvi), be obligated to indemnify Sellers under Section 7.1(b) Section 10.2(a)(iin excess of an amount equal to the Purchase Price; provided, however, that the limitations in this clause (vi) shall not apply (A) to the extent such claim is based upon a breach of any indemnification obligations arising from the representations and warranties set forth in Section 3.2 4.2 or Section 4.6, or (Capitalization B) in the case of fraud or intentional breach with respect to this Agreement or the transactions contemplated hereby. (vii) The Parties acknowledge and agree that one of the Group Companies)purposes of the representations, Section 3.3 warranties, covenants, agreements, and indemnities made in this Agreement, the schedules and exhibits hereto, or in any certificate furnished in connection with the transactions contemplated hereby, is to shift the economic risk and responsibility for certain known and unknown Liabilities among the Parties. Accordingly, the right to indemnification, payment of Losses or other remedy based on breaches or inaccuracies of representations, warranties or compliance with the covenants and obligations granted pursuant to this ARTICLE VII, will not be affected by any investigation conducted with respect to, or any knowledge acquired (Authorityor capable of being acquired) at any time, whether before or Section 3.15 (Brokers) after the execution and delivery of this Agreement by the Claimant. All representations, warranties, covenants, agreements, and indemnities shall be deemed material and relied upon by the Claimant, regardless of any knowledge or (y) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers);investigation. (cviii) the Member Indemnitees No Seller shall not be entitled to recover in respect contribution or any other payments from the Company or any of its subsidiaries for any individual claim Losses for which such Seller is obligated to make any payment to any Purchaser Indemnified Party pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (d) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) or Section 10.2(a)(iv)(A) until the aggregate amount which the Parent Indemnitees would recover under such sections (as limited by the provisions of Section 10.4(a) and Section 10.4(b) and Section 12.15) exceeds $5,000,000 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority); (e) the Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) until the aggregate amount which the Member Indemnitees would recover under Section 10.2(c)(i) and Section 10.2(c)(ii) (as limited by the provisions of Section 10.4(a) and Section 10.4(d) and Section 12.15) exceeds the Threshold, in which case, the Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (f) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including as a result of any waiver by the Contributors of Section 8.3(cARTICLE VII), the aggregate liability of Parent REIT, Parent OP and Parent Sub pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) shall not exceed the Aggregate Unit Value and the Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) in excess of the Aggregate Unit Value; (g) the aggregate liability of any Contributor or LVP REIT pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) shall not exceed the aggregate consideration actually received by such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess of the Aggregate Consideration Value less the amount of Escrow Cash and Escrow Units allocated to such Person;.

Limitations on Indemnification Obligations. The Notwithstanding anything to the contrary contained in this Agreement, the rights to indemnification indemnification, except in relation to Taxes, pursuant to the provisions of Section 10.2 8.2 and Section 8.3 are subject to the following limitations: (a) the amount The maximum aggregate Liability of Seller to all Purchaser Indemnified Parties taken together for Losses for any and all Losses recoverable claims for indemnification (i) pursuant to Section 10.2(a8.2(a) shall be limited to $28,050,000.00 (the “Cap”) and (ii) pursuant to Section 8.2(b), Section 10.2(b8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g) and Section 10.2(c) 8.2(k), shall be determined net limited to the Adjusted Purchase Price; provided, however, that in no event shall Seller be liable in the aggregate to the Purchaser Indemnified Parties for any claims for indemnification pursuant to this Agreement in an amount greater than the Adjusted Purchase Price (except in the case of any amounts recovered by the Parent Indemnitees or their Affiliates, or the Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreementclaims for indemnification pursuant to Section 8.2(h), including Section 8.2(i) or Section 8.2(j)); provided, further, that in no event shall the Tax Matters Agreements limitations set forth in clause (ii) in respect of Sections 8.2(e), Section 8.2(f) and Section 8.2(g) limit Seller’s indemnification obligation in respect of Excluded Liabilities pursuant to Section 8.2(i). In addition, Seller shall not be liable for Losses for any claims for indemnification pursuant to Section 8.2(a) and Section 8.2(b) unless and to the extent includable in indemnifiable Losses)that each individual claim for indemnification made by the Purchaser Indemnified Party pursuant to Section 8.2(a) and Section 8.2(b) is for an amount greater than $25,000 (the “De Minimis Amount”) and, with respect to claims for indemnification pursuant to Section 8.2(a), the total of all Losses for any such Losses;claims for indemnification shall exceed $1,870,000.00 in the aggregate (the “Deductible”), and then only for the excess amount over the Deductible. (b) the Parent Indemnitees shall not be entitled The maximum aggregate Liability of Purchaser to recover in respect of all Seller Indemnified Parties taken together for Losses for any individual claim claims for indemnification (i) pursuant to Section 10.2(a)(i8.3(a) shall be limited to the Cap and (ii) pursuant to Section 8.3(b), Section 10.2(a)(ii8.3(c), Section 10.2(a)(iv)(A8.3(d), Section 10.2(b)(i8.3(e), Section 8.3(f) or and Section 10.2(b)(ii8.3(g) unless shall be limited to the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000Adjusted Purchase Price; provided, however, that this Section 10.4(b) in no event shall not apply Purchaser be liable in the aggregate to the Seller Indemnified Parties for any claim claims for indemnification pursuant to this Agreement in an amount greater than the Adjusted Purchase Price (xexcept in the case of claims for indemnification pursuant to Section 8.3(h), Section 8.3(i) or Section 10.2(a)(i8.2(j)); provided, further, that in no event shall the limitations set forth in clause (ii) in respect of Sections 8.3(e) or Section 8.3(f) limit Purchaser’s indemnification obligation in respect of Assumed Liabilities pursuant to Section 8.3(h). In addition, Purchaser shall not be liable for Losses for any claims for indemnification pursuant to Section 8.3(a) and Section 8.3(b) unless and to the extent that each individual claim for indemnification made by a Seller Indemnified Party pursuant to Section 8.3(a) and Section 8.3(b) is for an amount greater than the De Minimis Amount and, with respect to claims for indemnification pursuant to Section 8.3(a), the total of all Losses for any such claims for indemnification shall exceed the Deductible, and then only for the excess amount over the Deductible. (c) Notwithstanding anything in this Article 8 to the contrary, Seller shall have no obligation under this Article 8 to indemnify any Purchaser Indemnified Party with respect to any Loss to the extent it (i) was included in the Actual Working Capital or (ii) was the subject of a dispute with respect to the Final Working Capital Closing Date Calculation pursuant to the terms of Section 2.3(b) but did not result in an adjustment to the Initial Purchase Price pursuant to Section 2.3(d). Any such Loss shall be disregarded for all purposes of indemnification pursuant to this Article 8. (d) Recovery by any Indemnified Party of any Loss suffered or incurred by such party as a result of any breach by any other party of any of its obligations under this Agreement shall be limited to the actual damages suffered or incurred by such party as a result of the breach by the breaching party of its obligations hereunder. In furtherance of and without limiting the foregoing, no Indemnified Party shall be entitled to any recovery under this Agreement for (i) special, exemplary, punitive, consequential, incidental or indirect damages and (ii) diminution in value or lost profits (including with respect to any Losses on account of lost opportunities); provided, however, that the foregoing limitation shall not apply in the case of clause (i) to any such Losses (y) to the extent such claim Losses (other than punitive damages) were reasonably foreseeable or (z) if any Indemnified Party is based upon a breach held liable to any third party for such Losses. (e) Any amounts payable pursuant to the indemnification obligations under this Article 8 shall be paid without duplication, and in no event shall any Indemnified Party be indemnified under different provisions of this Agreement for the same Loss. The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Losses for which indemnification is provided under this Agreement will be reduced by any amounts actually received (including amounts received under insurance) by or on behalf of the representations Indemnified Party (after deducting therefrom the full amount of any applicable premiums, deductibles, collection costs, premium adjustments, retrospectively rated premiums or other Losses incurred by it in procuring such recovery) and warranties set forth any Tax benefit actually realized in Section 3.2 (Capitalization the taxable year of such Loss for such Indemnified Party in each case, as a result of the Group Companiesaccrual, incurrence or payment of any such Losses (such amounts (after deducting therefrom the full amount of the Losses incurred by it in procuring such recovery) are collectively referred to herein as “Indemnity Reduction Amounts”); provided, Section 3.3 (Authority) that no Indemnified Party shall be obligated to make such an insurance claim related to any Loss for which it is seeking indemnification or Section 3.15 (Brokers) has obtained indemnification pursuant to this Article 8. If any Indemnified Party receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by an Indemnifying Party or (y) Section 10.2(b)(i) after an Indemnifying Party has made a partial payment of such claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Indemnified Party will promptly remit to the extent such claim is based upon a breach Indemnifying Party an amount equal to the excess (if any) of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers); (ci) the Member Indemnitees amount theretofore paid by the Indemnifying Party in respect of such claim, less (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto, solely by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to recover receive in respect the absence of the indemnification provisions by virtue of the indemnification provisions hereof. Each party hereto, as appropriate, will, or will cause each Indemnified Party to, use its commercially reasonable efforts to pursue promptly any individual claim pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims rights it may have against all third parties which arise from a substantially similar course would reduce the amount of conduct or facts) equal or exceed an amount equal to $50,000; provided, that Losses for which indemnification is provided under this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (d) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) or Section 10.2(a)(iv)(A) until the aggregate amount which the Parent Indemnitees would recover under such sections (as limited by the provisions of Section 10.4(a) and Section 10.4(b) and Section 12.15) exceeds $5,000,000 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority); (e) the Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) until the aggregate amount which the Member Indemnitees would recover under Section 10.2(c)(i) and Section 10.2(c)(ii) (as limited by the provisions of Section 10.4(a) and Section 10.4(d) and Section 12.15) exceeds the Threshold, in which case, the Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company);Agreement. (f) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including In valuing a Loss, no adjustment shall be made as a result of any waiver multiple, increase factor, or any other premium over fair market value, book or historical value which may have been paid by Purchaser for the Contributors of Section 8.3(c)Shares whether or not such multiple, increase factor or other premium had been used by Purchaser at the aggregate liability of Parent REITtime of, Parent OP and Parent Sub pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) shall not exceed or in connection with, calculating or preparing its bid, its proposed purchase price for the Aggregate Unit Value and Shares or its final purchase price for the Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) in excess of the Aggregate Unit Value;Shares. (g) Notwithstanding anything to the aggregate liability contrary herein, the rights and remedies of an Indemnified Party shall not be limited by the fact that any Indemnified Party (i) had actual or constructive knowledge (regardless of whether such knowledge was obtained through such Indemnified Party’s own investigation or through disclosure by the other Party, its Representatives or any other Person) of any Contributor breach, event or LVP REIT pursuant circumstances, whether before or after the execution and delivery of this Agreement or the Closing, or (ii) waived (A) any breach of representation or compliance with any covenant or (B) any condition to the Closing set forth in Article 6. (h) For purposes (i) of determining whether a breach of representation or warranty has occurred for the purposes of Section 10.2(b)(i) 8.2 and Section 10.2(b)(ii8.3 any qualification as to “Material Adverse Effect” contained in Article 3 and Article 4 (other than Section 3.1 and Section 3.7) of this Agreement shall be deemed to be replaced with “material and adverse to the Business” and (ii) of calculating the amount of Losses related thereto, any qualification as to materiality, “Material Adverse Effect” or any similar qualification or standard contained in Article 3 and Article 4 of the Agreement shall be disregarded (it being understood that the word Material in the defined term “Material Contracts,” the qualification as to “Material Adverse Effect” contained in Section 3.7 and the qualification of the word “material” in Section 3.12(a) shall not exceed the aggregate consideration actually received by be disregarded for any of such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(apurposes), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess of the Aggregate Consideration Value less the amount of Escrow Cash and Escrow Units allocated to such Person;.

Limitations on Indemnification Obligations. The rights of the Buyer Indemnitees to indemnification pursuant to the provisions of Section 10.2 9.2 are subject to the following limitations: (a) other than with respect to Losses paid, directly or indirectly, as a result of, in connection with, or arising out of the Fundamental Representations, the Buyer Indemnitees shall not be entitled to recover Losses pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) until the total amount of Losses which the Buyer Indemnitees would recover under Section 9.2(a)(i) or Section 9.2(a)(ii), but for this Section 9.5(a), exceeds $2,450,000, in which case, the Buyer Indemnitees shall be entitled to recover the entire amount of such Losses (including such amounts previously restricted by this Section 9.5(a)); (b) other than with respect to Losses paid, directly or indirectly, as a result of, in connection with, or arising out of the Fundamental Representations, the Buyer Indemnitees shall not be entitled to recover for any particular Loss (including any series of related Losses) pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) unless such Loss (including any series of related Losses) equals or exceeds $50,000; (c) except with respect to the representations and warranties set forth in Section 3.15(g), Losses with respect to which shall not count towards or be included in the maximum liability limits set forth in this Section 9.5(c) , the maximum liability of Seller with respect to Losses indemnifiable pursuant to Section 9.2(a) shall be an amount equal to the dollar value of the Indemnity Escrow Amount immediately after adjustment pursuant to Section 2.4(d)(ii); provided, that: (i) on the First Release Date, the maximum liability of Seller with respect to Losses indemnifiable pursuant to Section 9.2(a) (other than with respect to the representations and warranties set forth in Section 3.15(g)) shall be adjusted and shall equal an amount equal to the lesser of (A) (1) $7,350,000 plus (2) the aggregate amount of payments made by Seller to the Buyer Indemnitees in accordance with this Agreement prior to the First Release Date (whether directly or from the Escrow Account) (other than with respect to the representations and warranties set forth in Section 3.15(g)), plus (3) the aggregate amount of claims for payment made by the Buyer Indemnitees in accordance with this Agreement and not fully resolved prior to the First Release Date (other than with respect to the representations and warranties set forth in Section 3.15(g)), and (B) the dollar value of the Indemnity Escrow Amount immediately after adjustment pursuant to Section 2.4(d)(ii); (ii) on the Second Release Date, the maximum liability of Seller with respect to Losses indemnifiable pursuant to Section 9.2(a) (other than with respect to the representations and warranties set forth in Section 3.15(g)) shall be adjusted and shall equal the lesser of (A) (1) $3,675,000 plus (2) the aggregate amount of payments made by Seller to the Buyer Indemnitees in accordance with this Agreement prior to the Second Release Date (whether directly or from the Escrow Account) (other than with respect to the representations and warranties set forth in Section 3.15(g)), plus (3) the aggregate amount of claims for payment made by the Buyer Indemnitees in accordance with this Agreement and not fully resolved prior to the Second Release Date (other than with respect to the representations and warranties set forth in Section 3.15(g)), and (B) the dollar value of the Indemnity Escrow Amount immediately after adjustment pursuant to Section 2.4(d)(ii); (iii) on the Third Release Date, except with respect to breaches of representations and warranties set forth in Section 3.15(g), the Buyer Indemnitees shall no longer be entitled to bring a claim for indemnification pursuant to Section 9.2(a), and the maximum liability of Seller with respect to Losses indemnifiable pursuant to Section 9.2(a) (other than with respect to the representations and warranties set forth in Section 3.15(g)) shall be fixed at the lesser of (A) (1) the aggregate amount of payments made by Seller to the Buyer Indemnitees in accordance with this Agreement prior to the Third Release Date (whether directly or from the Escrow Account) (other than with respect to the representations and warranties set forth in Section 3.15(g)), plus (2) the aggregate amount of claims for payment made by the Buyer Indemnitees in accordance with this Agreement and not fully resolved prior to the Third Release Date (other than with respect to the representations and warranties set forth in Section 3.15(g)), and (B) the dollar value of the Indemnity Escrow Amount immediately after adjustment pursuant to Section 2.4(d)(ii); and (iv) if at any time following the First Release Date, if an amount claimed by the Buyer Indemnitees is resolved, in whole or part, in Seller’s favor, to the extent that following such resolution the maximum liability of Seller with respect to Losses indemnifiable pursuant to Section 9.2(a) (other than with respect to the representations and warranties set forth in Section 3.15(g)) as of the immediately prior Release Date would have been a lower amount than the calculation of such maximum liability as of such Release Date (calculating the amount of maximum liability as of such Release Date as though such amount had been resolved on such Release Date), then the maximum liability of Seller with respect to Losses indemnifiable pursuant to Section 9.2(a) (other than with respect to the representations and warranties set forth in Section 3.15(g)) shall immediately be re-adjusted to equal such lower amount; (d) the maximum liability of Seller with respect to Losses indemnifiable pursuant to Section 9.2(a) arising out of any breach of the representation and warranties set forth in Section 3.15(g) shall be $35,000,000; (e) each Party entitled to indemnification hereunder shall take all commercially reasonable steps to mitigate all Losses after becoming aware of any event which would reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith; provided, that any failure to mitigate Losses in accordance with the foregoing shall not relieve the applicable indemnifying Party of its obligations hereunder, except with respect to that portion of a Loss directly resulting from a Party’s failure to mitigate; (f) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b) and Section 10.2(c) shall be determined net of (i) any cash amounts actually recovered by the Parent Buyer Indemnitees or their Affiliates, or the Member Indemnitees or their Affiliates, as applicable, under insurance policies or from other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including ) with respect to such Losses (in each case net of expenses of recovery thereof) and (ii) the amount of any Tax Matters Agreements (to the extent includable in indemnifiable Losses), benefits actually realized with respect to such Losses;, as and to the extent such benefits are realized as a refund, credit or other reduction in Taxes (determined by comparing the Taxes that would have been payable taking into account any deductions attributable to the Loss with those Taxes that would have been payable in the absence of such deductions, assuming that such deductions are the last item of deduction on any Tax Return) in the tax year in which the Loss occurs or in either of the two immediately subsequent tax years; and (bg) in calculating any Loss hereunder, the Parent Indemnitees amount of such Loss shall not be entitled reduced to recover the extent that (i) prior to the date hereof the Group Companies recorded a reserve in their books and records with respect to such Loss, or (ii) such Loss was taken into account in the determination of any individual claim the Final Purchase Price pursuant to Section 10.2(a)(i2.4(d). (h) Seller shall have no obligation to indemnify any Buyer Indemnitee with respect to any environmental investigation, Section 10.2(a)(ii)monitoring, Section 10.2(a)(iv)(A)clean-up, Section 10.2(b)(i) or Section 10.2(b)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims containment, removal or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; providedcorrective action (collectively, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(a)(i“Response Actions”) to the extent that such claim Response Action (i) is not required under Environmental Law or by any Governmental Entity; (ii) is not tailored to attain compliance with minimum remedial standards applicable under Environmental Law employing where applicable risk-based upon a breach of remedial standards and institutional controls, where such standards or controls would not unreasonably interfere with ongoing commercial operations at the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) relevant property or Section 3.15 (Brokers) facility; or (yiii) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers); (c) the Member Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (d) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) or Section 10.2(a)(iv)(A) until the aggregate amount which the Parent Indemnitees would recover under such sections (as limited by the provisions of Section 10.4(a) and Section 10.4(b) and Section 12.15) exceeds $5,000,000 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority); (e) the Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) until the aggregate amount which the Member Indemnitees would recover under Section 10.2(c)(i) and Section 10.2(c)(ii) (as limited by the provisions of Section 10.4(a) and Section 10.4(d) and Section 12.15) exceeds the Threshold, in which case, the Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (f) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including arises as a result of any waiver sampling or testing of environmental media or any disclosure or reporting to any third party by or on behalf of any Buyer Indemnitee or potential subsequent buyer of the Contributors business of the Group Companies, in each case which is not required under Environmental Laws or by any Governmental Entity in this Section 8.3(c9.8(e). In any case where a Buyer Indemnitee or a Group Company recovers, the aggregate liability under insurance policies or from other collateral sources, any amount in respect of Parent REIT, Parent OP and Parent Sub a matter for which such Buyer Indemnitee was indemnified pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) 9.2(a), such Buyer Indemnitee shall promptly pay over to Seller the amount so recovered (after deducting therefrom the amount of the expenses incurred by such Buyer Indemnitee or Group Company, as applicable, in procuring such recovery), but not exceed the Aggregate Unit Value and the Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) in excess of the Aggregate Unit Value; sum of (gi) the aggregate liability any amount previously so paid by Seller to or on behalf of such Buyer Indemnitee in respect of such matter and (ii) any Contributor amount expended by Seller in pursuing or LVP REIT pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) shall not exceed the aggregate consideration actually received by defending any claim arising out of such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess of the Aggregate Consideration Value less the amount of Escrow Cash and Escrow Units allocated to such Person;matter.

Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations: (a) Notwithstanding the above, there shall be no liability for indemnification under Section 7.1(a), Section 7.2(a) or Section 7.3(a) or, as the case may be, unless the aggregate amount of Damages with respect to all Claims thereunder exceeds [***] Dollars ($[***]) (the “Deductible”), at which point the Indemnifying Party(ies) will only be obligated to indemnify the Indemnified Parties for the amount of any and all Losses recoverable pursuant to Damages described in Section 10.2(a7.1(a), Section 10.2(b7.2(a) or Section 7.3(a) (as applicable) exceeding the Deductible; provided that the Deductible shall not apply to the misrepresentation, breach or inaccuracy of any representation or warranty made by the Unitholders in Article III and any of the following Sections: Section 2.1 (due organization), Section 2.2 (authorization; no conflict), Section 2.3 (capitalization), Section 2.9 (assets), Section 2.10 (taxes), Section 2.16 (intellectual property), Section 2.19 (brokers and agents), Section 3.1 (due organization, authorization), Section 3.3 (ownership of units), Section 3.7 (brokers), Section 4.1 (organization and authorization), Section 4.2 (authorization; no conflict), and Section 4.3 (brokers and agents) (collectively, the “Fundamental Reps”). With respect to any claim as to which an Indemnified Party may be entitled to indemnification hereunder, the Indemnifying Party shall not be liable for any Damages arising out of any individual or related set of facts and circumstances that do not exceed thirty-seven thousand five hundred Dollars ($37,500) (which Damages shall not be counted towards the Deductible). (b) The indemnification obligations of each of the parties under Section 7.1(a), Section 7.2(a) and Section 10.2(c) 7.3(a), respectively, shall not exceed on a cumulative basis for the Unitholders, on the one hand, or Buyer on the other hand, an amount equal to the Cap (as defined below), determined as of the date of assertion of any Claim for indemnification hereunder, provided, that the Cap shall not apply with respect to any misrepresentation, breach or inaccuracy of any Fundamental Rep, which shall be capped at an amount equal to the Total Purchase Consideration (determined net as of the date of assertion of any amounts recovered Claim for indemnification hereunder). For purposes of this Agreement, the “Cap” shall be equal to the Escrow Amount. (c) The amount of Damages recoverable by the Parent Indemnitees Buyer and Buyer Indemnified Parties under this Article VII shall be reduced, on a dollar-for-dollar basis, by any amounts actually recovered (after deducting therefrom the full amount of costs, Taxes and expenses incurred in procuring such recovery, including any increase in premiums and any deductible or their Affiliates, or retention associated therewith) by the Member Indemnitees or their Affiliates, as applicable, Buyer and Buyer Indemnified Parties under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement). Buyer agrees to use commercially reasonable efforts to make a claim under any insurance policy, including the Tax Matters Agreements (or against any other collateral source, available to the extent includable in indemnifiable Losses), it with respect to the facts giving rise to the right to indemnification hereunder. For clarity, the making of any such Losses;claim shall not impact the timing or amount of any indemnification that may be due from the Unitholders to the Buyer Indemnified Parties. To the extent that any Buyer Indemnified Party receives a payment under any such insurance policy or collateral source corresponding to an indemnification payment made by the Unitholders with respect a Claim for indemnification hereunder, such Buyer Indemnified Parties shall reimburse the Unitholders for such indemnification payment up to the amount of such insurance policy or collateral source payment. 39881135.1 ACTIVE/118012393.3 (bd) The right to indemnification or other remedy based on the Parent Indemnitees representations, warranties, covenants and agreements herein shall not be entitled to recover in respect affected or deemed waived by reason of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(b)(iinvestigation made or conducted by or on behalf of the party seeking indemnification (including by any of their advisors or representatives) or Section 10.2(b)(ii) unless by reason of the aggregate Losses relating to fact that the party seeking indemnification or arising out any of such claim (together with any related claims its advisors or other claims which arise from a substantially similar course of conduct representatives knew, or facts) equal or exceed $50,000; providedshould have known, that this Section 10.4(bsuch representation or warranty is or might be inaccurate or that any fact, event or circumstance had or had not occurred. (e) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(a)(i) Notwithstanding anything herein to the extent such claim is based upon contrary, for purposes of (i) determining whether a breach of the applicable representation or warranty has occurred and (ii) calculating Damages under this Section 7.4, the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies)Article II, Section 3.3 (Authority) or Section 3.15 (Brokers) or (y) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation Article III, and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers); (c) the Member Indemnitees Article IV shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(c) shall not apply read without regard to any claim for indemnification pursuant limitation as to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) materiality or Section 5.10 (New Company); (d) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) or Section 10.2(a)(iv)(A) until the aggregate amount which the Parent Indemnitees would recover under such sections (as limited by the provisions of Section 10.4(a) and Section 10.4(b) and Section 12.15) exceeds $5,000,000 (the “Threshold”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies) or Section 3.3 (Authority); (e) the Member Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) until the aggregate amount which the Member Indemnitees would recover under Section 10.2(c)(i) and Section 10.2(c)(ii) (as limited by the provisions of Section 10.4(a) and Section 10.4(d) and Section 12.15) exceeds the Threshold, in which case, the Member Indemnitees shall only be entitled to recover Losses in excess of the Threshold; provided, that the Threshold shall not apply to any claim for indemnification pursuant to Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company); (f) except with respect to any claims resulting from the failure to complete the Financing pursuant to the terms of this Agreement (including as a result of any waiver by the Contributors of Section 8.3(c), the aggregate liability of Parent REIT, Parent OP and Parent Sub pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) shall not exceed the Aggregate Unit Value and the Member Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(c)(i) and Section 10.2(c)(ii) in excess of the Aggregate Unit Value; (g) the aggregate liability of any Contributor or LVP REIT pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) shall not exceed the aggregate consideration actually received by such Person pursuant to Article 2 (valued, in the case of Parent OP Common Units, at the Parent Closing Price) less the amount of Escrow Cash and Escrow Units allocated to such Person and not distributed thereto and the Parent Indemnitees, collectively, shall not be entitled to recover Losses pursuant to Section 10.2(a), Section 10.2(b)(i) and Section 10.2(b)(ii) in excess of the Aggregate Consideration Value less the amount of Escrow Cash and Escrow Units allocated to such Person;Material Adverse Effect contained therein.