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

Limitations on Indemnification Under Section 3. 2(a). (a) No Nominee shall be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties from such Nominee under Section 3.2(a) hereof exceeds one percent (1%) of the value of the aggregate Total Consideration (valuing OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00) per unit), and then only to the extent of such excess. (b) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of a Nominee under Section 3.2(a) hereof shall not exceed ten percent (10%) of the value of such Nominee’s Total Consideration (valuing OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00) per unit). Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of the Nominees 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) pursuant to Section 3.2(c) above, for indemnification under this Article 3. Notwithstanding anything to the contrary in this Agreement, the Nominees 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 of the Formation Transactions, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3. 2(a). (a) No Nominee shall be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties from such Nominee the Nominees under Section 3.2(a) hereof exceeds one percent (1%) of the value of the aggregate Total Consideration (valuing Common Stock and OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00Stock) per unit)issued to the Nominees, and then only to the extent of such excess. (b) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of a Nominee under Section 3.2(a) hereof shall not exceed ten percent (10%) of the value of such Nominee’s aggregate Total Consideration (valuing Common Stock and OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00) per unitStock). Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of the Nominees 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) ), and then to the applicable Nominee’s Common Stock and OP Units pursuant to Section 3.2(c) abovethe Pledge Agreement, for indemnification under this Article 3, valuing such Common Stock and OP Units based upon the initial public offering price of the Common Stock (and agree to treat any return of Common Stock and OP Units as an adjustment to the consideration delivered to the applicable Nominee pursuant to the Formation Transactions). Following the Closing and the issuance of Common Stock and/or OP Units to the applicable Nominees, no Indemnified Party shall have recourse to any other assets of the Nominees other than the Common Stock and OP Units pledged pursuant to the Pledge Agreement, and to the extent applicable, any relevant insurance policies. Notwithstanding anything to the contrary in this Agreement or in the Contribution Agreement, neither the Contributor nor the Nominees 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 of the Formation Transactions, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) Notwithstanding anything to the contrary set forth herein, the limitations in this Section 3.6 shall not apply to any covenants or obligations of a Nominee under Article 2 hereof.

Limitations on Indemnification Under Section 3. 2(a). (a) No Nominee Contributor shall be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties from such Nominee under Section 3.2(a) hereof exceeds one percent (11.0%) of the value of the aggregate Total Consideration received by such Contributor in exchange for its common and/or preferred equity interests in the Contributed Entity (valuing OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00the IPO Price) per unit), and then only to the extent of such excess. (b) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of a Nominee under Section 3.2(a) hereof shall not exceed ten percent (10%) of the value of such Nominee’s Total Consideration (valuing OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00) per unit). Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of the Nominees Contributors and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) pursuant to Section 3.2(c) above, for and then to indemnification under this Article 3. III, (and agree to treat any return of Common Stock in satisfaction of indemnification obligations hereunder as an adjustment to the consideration delivered to the applicable Contributor(s) pursuant to the Formation Transactions). (c) Notwithstanding anything to the Contrary in this Agreement, except in the case of fraud, in no event shall a Contributor be liable under Section 3.2(a) in an amount in excess of ten percent (10.0%) of the value of the aggregate Consideration (valuing Common Stock at the IPO Price) received by the Contributor in exchange for its common and/or preferred equity interests in the Contributed Entity pursuant to Section 1.2 hereof. (d) Notwithstanding anything to the contrary in this Agreement, except in the Nominees case of fraud or in the event of Losses relating to a third-party claim, the Contributors shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, Taxes taxes relating to Tax tax years beginning on or after the closing of the Formation TransactionsClosing, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3. 2(a). (a) No Nominee shall be liable under Section 3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties from such Nominee the Nominees under Section 3.2(a) hereof exceeds one percent (1%) of the value of the aggregate Total Consideration (valuing Common Stock and OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00Stock) per unit)issued to the Nominees, and then only to the extent of such excess. (b) Notwithstanding anything contained herein to the contrary, (i) the maximum aggregate liability of a Nominee under Section 3.2(a) hereof shall not exceed ten percent (10%) of the value of such Nominee’s aggregate Total Consideration, and (ii) to the extent any such liability is directly related to or arises from a specific Property, such maximum aggregate liability shall not exceed ten percent (10%) of the value of such Nominee’s aggregate Total Consideration in respect of the applicable Property (valuing Common Stock and OP Units based upon the initial public offering price of the Common Stock and valuing Series A Preferred OP Units at Twenty-Five Dollars ($25.00) per unitStock). Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of the Nominees 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) ), and then to the applicable Nominee’s Common Stock and OP Units pursuant to Section 3.2(c) abovethe Pledge Agreement, for indemnification under this Article 3, valuing such Common Stock and OP Units based upon the initial public offering price of the Common Stock (and agree to treat any return of Common Stock and OP Units as an adjustment to the consideration delivered to the applicable Nominee pursuant to the Formation Transactions). Following the Closing and the issuance of Common Stock and/or OP Units to the applicable Nominees, no Indemnified Party shall have recourse to any other assets of the Nominees other than the Common Stock and OP Units pledged pursuant to the Pledge Agreement, and to the extent applicable, any relevant insurance policies. Notwithstanding anything to the contrary in this Agreement or in the Contribution Agreement, neither the Contributors nor the Nominees 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 of the Formation Transactions, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) Notwithstanding anything to the contrary set forth herein, the limitations in this Section 3.6 shall not apply to any covenants or obligations of a Nominee under Article 2 hereof.