Limitations on Indemnification Under Section 3. 2(a). (a) The Seller shall not be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Party under Section 3.2(a) exceeds one percent (1%) of the value of the aggregate Consideration and then only to the extent of such excess. The Seller’s total liability for indemnification shall not exceed the Consideration. (b) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of the Seller and subject to the limitations set forth in the following sentence, the Indemnified Party shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) in accordance with Section 3.2(c) above, and then to indemnification under this Article III. 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, the Seller shall not be liable to the Indemnified Party 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 Party. (c) The limitations in this Section 3.4 shall not apply to any obligations of the Seller with respect to Prorations under this Agreement.
Appears in 12 contracts
Samples: Purchase and Sale Agreement (Postal Realty Trust, Inc.), Purchase and Sale Agreement (Postal Realty Trust, Inc.), Purchase and Sale Agreement (Postal Realty Trust, Inc.)
