Common use of Limitations on Indemnification Under Section 3 Clause in Contracts

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereof, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit Units at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with pursuant to Section 3.2(c) hereofabove, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration consideration delivered to Contributor hereunderpursuant to the Formation Transactions). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) The limitations in this Section 3.4 shall not apply to any obligations of Contributor with respect to Prorations under this Agreement.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor Contributors shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit Units at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with pursuant to Section 3.2(c) hereofabove, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration consideration delivered to Contributor hereunderpursuant to the Formation Transactions). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) The limitations in this Section 3.4 shall not apply to any obligations of Contributor with respect to Prorations under this Agreement.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit Units at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereofabove, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) The limitations in this Section 3.4 shall not apply to any obligations of Contributor with respect to Prorations under this Agreement.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit at its liquidation preference amount set forth in the IPO PricePartnership Agreement) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Partnership Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereof, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Partnership Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Partnership Indemnified Parties.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor Seller shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit at the IPO Price) Purchase Price and then only to the extent of such excess. ContributorSeller’s total liability for indemnification shall not exceed the value five percent (5%) of the ConsiderationPurchase Price. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor Seller and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereof, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor Seller shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) The limitations in this Section 3.4 shall not apply to any obligations of Seller with respect to Prorations under this Agreement.

Limitations on Indemnification Under Section 3. 2(a) and Section 3.2(b). (a) Contributor The Contributing Indemnitors shall not be liable under Section 3.2(a) and Section 3.2(b), as applicable, hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) and Section 3.2(b), as applicable, exceeds one percent (11.0%) of the value of the aggregate Consideration (valuing each OP Unit at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor the Contributing Indemnitors and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with pursuant to Section 3.2(c) hereofabove, and then to indemnification under this Article III, . (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment c) Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, the Contributing Indemnitors shall in no event be liable under Sections 3.2(a) or 3.2(b) in an amount in excess of ten percent (10.0%) of the value of the aggregate Consideration delivered received by the Contributing Indemnitor pursuant to Contributor hereunder). Section 1.2 hereof. (d) Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor the Contributing Indemnitors shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes taxes relating to tax years beginning on or after the applicable Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed five percent (5%) of the value of the aggregate Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereof, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) The limitations in this Section 3.4 shall not apply to any obligations of Contributor with respect to Prorations under this Agreement.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor Seller shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit at the IPO Price) Purchase Price payable by such applicable Purchaser and then only to the extent of such excess. ContributorSeller’s total liability for indemnification shall not exceed the value five percent (5%) of the ConsiderationPurchase Price payable by the Purchasers. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor Seller and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereof, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor Seller shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3. 2(a) and Section 3.2(b). (a) Contributor The Contributing Indemnitors shall not be liable under Section 3.2(a) and Section 3.2(b), as applicable, hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) and Section 3.2(b), as applicable, exceeds one percent (11.0%) of the value of the aggregate Consideration (valuing each OP Unit at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor the Contributing Indemnitors and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with pursuant to Section 3.2(c) hereofabove, and then to indemnification under this Article III, . (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment c) Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, the Contributing Indemnitors shall in no event be liable under Sections 3.2(a) or 3.2(b) in an amount in excess of ten percent (10.0%) of the value of the aggregate Consideration delivered received by the Contributing Indemnitor pursuant to Contributor hereunder). Section 1.2 hereof. (d) Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor the Contributing Indemnitors shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereof, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) The limitations in this Section 3.4 shall not apply to any obligations of Contributor with respect to Prorations under this Agreement.

Limitations on Indemnification Under Section 3. 2(a). (a) Contributor shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration (valuing each OP Unit Units at the IPO Price) and then only to the extent of such excess. Contributor’s total liability for indemnification shall not exceed the value of the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) hereofabove, and then to indemnification under this Article III, (and agree to treat any return of OP Units in satisfaction of indemnification obligations hereunder as an adjustment to the Consideration delivered to Contributor hereunder). Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or in the event of Losses relating to a third-party claim, Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes taxes relating to tax years beginning on or after the Closing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.