Common use of Limitations on Indemnity Obligations Clause in Contracts

Limitations on Indemnity Obligations. (a) Notwithstanding any contrary provision of this Agreement, (i) the maximum liability of Sunstone Parties pursuant to its indemnification obligation under Section 8.1(a) is $30,000,000, (ii) except as otherwise provided in clause (iii) below or in the last sentence of this Section 8.7(a), the maximum liability of Alter and Biedxxxxx, xx the aggregate, pursuant to their indemnification obligations under Sections 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clause 4.1(c) is $10,000,000, and (iii) the maximum liability of Alter and Biedxxxxx, xx the aggregate, pursuant to their indemnification obligations under Section 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clauses (i), (ii) or (iii) of Section 4.1(f), Sections 4.1(a), 4.1(b), 4.1(n), 4.1(o), 4.1(p), 4.1(q), 4.1(s), 4.1(u) is $30,000,000. These limitations do not apply to any indemnification obligations under Sections 8.2 and 8.3 relating to a breach of any representation or warranty set forth in clause (iv) of Section 4.1(f), Sections 4.1(d), 4.1(v), 4.1(w), 4.1(x), 4.1(y) or any other section of this Article 8. (b) No amount shall be payable: (i) under Section 8.1(a) unless and until the aggregate amount of Losses exceeds $500,000 (and if such amount is so exceeded, then only those Losses shall then 112 be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (ii) under Section 8.2(a) unless and until the aggregate amount of Losses exceeds $500,000 (and if such amount is so exceeded, then only those Losses shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (iii) under Section 8.3(a) unless and until the aggregate amount of Losses exceeds $500,000 (and if such amount is so exceeded, then only those Losses shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000). (iv) no amount shall be payable under clause (a) of Sections 8.1, 8.2 or 8.3 for any breach the Losses arising from which in any individual case amount to $10,000 or less, and such Losses shall not be included in establishing the thresholds established in clauses (i), (ii) and (iii) of Section 8.8(b) and, in connection with the foregoing, the parties agree that any breach of any representation in clause (i) of Section 4.1(q) which relates to sales taxes shall be determined also on an individual basis, subject to the $10,000 threshold, and on a hotel by hotel basis for any particular taxable year; (c) References in Article 4 to Material Adverse Effect and material adverse effect qualifiers shall be disregarded for purposes of determining whether a party has incurred Losses pursuant to Section 8.1(a), 8.2(a) and 8.3.

Limitations on Indemnity Obligations. (a) Notwithstanding any contrary provision of this Agreement, (i) the maximum liability of Sunstone Parties Westxxxxx XXX pursuant to its indemnification obligation under Section 8.1(a) is $30,000,000, (ii) except as otherwise provided in clause (iii) below or in the last sentence of this Section 8.7(a8.8(a), the maximum liability of the Alter and Entities, Biedxxxxx, xx Xxnagement and Management Sub, in the aggregate, pursuant to their indemnification obligations under Sections 8.2(a) and 8.3(a) 8.3 and with respect to any breach of a representation or warranty set forth in clause 4.1(c3.1(c), 3.2(c) and 3.3(c) is $10,000,000, and (iii) the maximum liability of the Alter and Entities, Biedxxxxx, xx Xxnagement and Management Sub, in the aggregate, pursuant to their indemnification obligations under Section 8.2(a) and 8.3(a) 8.3 with respect to any breach of a representation or warranty set forth in clauses (i), (ii) or (iii) of Section 4.1(f3.1(f), Sections 4.1(a3.1(a), 4.1(b3.1(b), 4.1(n3.1(o), 4.1(o3.1(p), 4.1(p3.1(q), 4.1(q3.1(r), 4.1(s3.1(t), 4.1(u3.1(v), 3.2(a), 3.2(b), 3.3(a) and 3.3(b) is $30,000,000. These limitations do not apply to any indemnification obligations under Sections 8.2 and 8.3 relating to a breach of any representation or warranty set forth in clause (iv) of Section 4.1(f3.1(f), Sections 4.1(d3.1(d), 4.1(v3.1(h), 4.1(w3.2(g), 4.1(x3.2(h), 4.1(y3.3(g) or 3.3(h) or any other section of this Article 8VIII. (b) No amount shall be payable: (i) under Section 8.1(a) unless and until the aggregate amount of Losses indemnifiable under Section 8.1(a) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.1(a) shall then 112 be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (ii) under Section 8.2(a) unless and until the aggregate amount of Losses indemnifiable under Section 8.2(a) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.2(a) shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (iii) under Section 8.3(a) 8.3 unless and until the aggregate amount of Losses indemnifiable under Section 8.3 exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.3 shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000).. 57 53 (iv) under Section 8.2(c) unless and until the aggregate amount of Losses indemnifiable under Section 8.2(c) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.2(a) shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); and (v) no amount shall be payable under clause (a) of Sections 8.1, 8.2 or 8.3 for any breach the Losses arising from which in any individual case amount to $10,000 or less, and such Losses shall not be included in establishing the thresholds established in clauses (i), (ii) and (iii) of Section 8.8(b) and, in connection with the foregoing, the parties agree that any breach of any representation in clause (i) of Section 4.1(q3.1(r) which relates to sales taxes shall be determined also on an individual basis, subject to the $10,000 threshold, and on a hotel by hotel basis for any particular taxable year; (c) References in Article 4 III to Material Adverse Effect and material adverse effect qualifiers shall be disregarded for purposes of determining whether a party has incurred Losses pursuant to Section 8.1(a), 8.2(a), 8.2(c) and 8.3. (d) Any indemnification obligations for Losses owed by Alter or Biedxxxxx xxxer this Agreement shall be satisfied only to the extent that Alter or Biedxxxxx, xx the case may be, has received cash payments pursuant to Section 2.1 or has received or receives cash distributions from SHP, it being understood that to the extent that any indemnification obligation is not satisfied as a result of the foregoing provisions of this Section 8.8(d), such accrued but unpaid payment obligations shall be satisfied to the extent of future cash distributions from SHP to Alter or Biedxxxxx, xx the case may be, until all such accrued but unpaid indemnification obligations are satisfied.

Limitations on Indemnity Obligations. (a) Notwithstanding any contrary provision of this Agreement, (i) the maximum liability of Sunstone Parties Purchaser on the one hand or Lessee on the other hand, pursuant to its indemnification obligation under Section 8.1(a) is $30,000,000, (ii) except as otherwise provided in clause (iii) below or in the last sentence of this Section 8.7(a), the maximum liability of Alter and Biedxxxxx, xx the aggregate, pursuant to their indemnification obligations under Sections 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clause 4.1(c) is $10,000,00017,000,000; Provided, and (iii) the maximum liability of Alter and Biedxxxxxhowever, xx the aggregate, pursuant to their indemnification obligations under Section 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clauses (i), (ii) or (iii) of Section 4.1(f), Sections 4.1(a), 4.1(b), 4.1(n), 4.1(o), 4.1(p), 4.1(q), 4.1(s), 4.1(u) is $30,000,000. These limitations do that this limitation does not apply to any indemnification obligations under Sections 8.2 and 8.3 either Section 8.1 relating to a breach of any representation or warranty set forth in clause (ivSection 4.2(b) or Section 8.2 relating to a breach of Section 4.1(f), any representation or warranty set forth in Sections 4.1(d), 4.1(v), 4.1(w), 4.1(x), 4.1(y4.1(b) or 4.1(r) or any other section of this Article 8. (b) No amount shall be payable: (i) under Section 8.1(a) unless and until the aggregate amount of Losses exceeds $500,000 (and if such amount is so exceeded, then only those Losses shall then 112 be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (ii) under Section 8.2(a) unless and until the aggregate amount of Losses exceeds $500,000 250,000 (and if such amount is so exceeded, then only those Losses shall then be payable in accordance with this Article VIII 8 to the extent such Losses exceed $500,000250,000); (iiiii) under Section 8.3(a8.2(a) unless and until the aggregate amount of Losses exceeds $500,000 250,000 (and if such amount is so exceeded, then only those Losses shall then be payable in accordance with this Article VIII 8 to the extent such Losses exceed $500,000250,000).; (iviii) no amount shall be payable under clause (a) of Sections 8.1, 8.1 or 8.2 or 8.3 for any breach the Losses arising from which in any individual case amount amounts to $10,000 or less, and such Losses shall not be included in establishing the thresholds established in clauses (i), ) and (ii) and (iii) of Section 8.8(b8.6(b) and, in connection with the foregoing, the parties agree that any breach of any representation in clause (i) of Section 4.1(q4.1(n) which relates to sales taxes shall be determined also on an individual basis, subject to the $10,000 threshold, and on a hotel an Inn by hotel Inn basis for any particular taxable year; (c) References in Article 4 to Material Adverse Effect and material adverse effect qualifiers shall be disregarded for purposes of determining whether a party has incurred Losses pursuant to Section 8.1(a), 8.2(a) and 8.38.2(a).

Limitations on Indemnity Obligations. (a) Notwithstanding any contrary provision of this Agreement, (i) the maximum liability of Sunstone Parties Xxxxxxxxx LLC pursuant to its indemnification obligation under Section 8.1(a) is $30,000,000, (ii) except as otherwise provided in clause (iii) below or in the last sentence of this Section 8.7(a8.8(a), the maximum liability of the Alter Entities, Xxxxxxxxx, Management and BiedxxxxxManagement Sub, xx in the aggregate, pursuant to their indemnification obligations under Sections 8.2(a) and 8.3(a) 8.3 and with respect to any breach of a representation or warranty set forth in clause 4.1(c3.1(c), 3.2(c) and 3.3(c) is $10,000,000, and (iii) the maximum liability of the Alter Entities, Xxxxxxxxx, Management and BiedxxxxxManagement Sub, xx in the aggregate, pursuant to their indemnification obligations under Section 8.2(a) and 8.3(a) 8.3 with respect to any breach of a representation or warranty set forth in clauses (i), (ii) or (iii) of Section 4.1(f3.1(f), Sections 4.1(a3.1(a), 4.1(b3.1(b), 4.1(n3.1(o), 4.1(o3.1(p), 4.1(p3.1(q), 4.1(q3.1(r), 4.1(s3.1(t), 4.1(u3.1(v), 3.2(a), 3.2(b), 3.3(a) and 3.3(b) is $30,000,000. These limitations do not apply to any indemnification obligations under Sections 8.2 and 8.3 relating to a breach of any representation or warranty set forth in clause (iv) of Section 4.1(f3.1(f), Sections 4.1(d3.1(d), 4.1(v3.1(h), 4.1(w3.2(g), 4.1(x3.2(h), 4.1(y3.3(g) or 3.3(h) or any other section of this Article 8VIII. (b) No amount shall be payable: (i) under Section 8.1(a) unless and until the aggregate amount of Losses indemnifiable under Section 8.1(a) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.1(a) shall then 112 be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (ii) under Section 8.2(a) unless and until the aggregate amount of Losses indemnifiable under Section 8.2(a) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.2(a) shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (iii) under Section 8.3(a) 8.3 unless and until the aggregate amount of Losses indemnifiable under Section 8.3 exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.3 shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000). (iv) under Section 8.2(c) unless and until the aggregate amount of Losses indemnifiable under Section 8.2(c) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.2(a) shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); and (v) no amount shall be payable under clause (a) of Sections 8.1, 8.2 or 8.3 for any breach the Losses arising from which in any individual case amount to $10,000 or less, and such Losses shall not be included in establishing the thresholds established in clauses (i), (ii) and (iii) of Section 8.8(b) and, in connection with the foregoing, the parties agree that any breach of any representation in clause (i) of Section 4.1(q3.1(r) which relates to sales taxes shall be determined also on an individual basis, subject to the $10,000 threshold, and on a hotel by hotel basis for any particular taxable year; (c) References in Article 4 III to Material Adverse Effect and material adverse effect qualifiers shall be disregarded for purposes of determining whether a party has incurred Losses pursuant to Section 8.1(a), 8.2(a), 8.2(c) and 8.3. (d) Any indemnification obligations for Losses owed by Alter or Xxxxxxxxx under this Agreement shall be satisfied only to the extent that Alter or Xxxxxxxxx, as the case may be, has received cash payments pursuant to Section 2.1 or has received or receives cash distributions from SHP, it being understood that to the extent that any indemnification obligation is not satisfied as a result of the foregoing provisions of this Section 8.8(d), such accrued but unpaid payment obligations shall be satisfied to the extent of future cash distributions from SHP to Alter or Xxxxxxxxx, as the case may be, until all such accrued but unpaid indemnification obligations are satisfied.

Limitations on Indemnity Obligations. (a) Notwithstanding any contrary provision of this Agreement, (i) the maximum liability of Sunstone Parties Xxxxxxxxx LLC pursuant to its indemnification obligation under Section 8.1(a) is $30,000,000, (ii) except as otherwise provided in clause (iii) below or in the last sentence of this Section 8.7(a8.8(a), the maximum liability of the Alter Entities, Xxxxxxxxx, Management and BiedxxxxxManagement Sub, xx in the aggregate, pursuant to their indemnification obligations under Sections 8.2(a) and 8.3(a) 8.3 and with respect to any breach of a representation or warranty set forth in clause 4.1(c3.1(c), 3.2(c) and 3.3(c) is $10,000,000, and (iii) the maximum liability of the Alter Entities, Xxxxxxxxx, Management and BiedxxxxxManagement Sub, xx in the aggregate, pursuant to their indemnification obligations under Section 8.2(a) and 8.3(a) 8.3 with respect to any breach of a representation or warranty set forth in clauses (i), (ii) or (iii) of Section 4.1(f3.1(f), Sections 4.1(a3.1(a), 4.1(b3.1(b), 4.1(n3.1(o), 4.1(o3.1(p), 4.1(p3.1(q), 4.1(q3.1(r), 4.1(s3.1(t), 4.1(u3.1(v), 3.2(a), 3.2(b), 3.3(a) and 3.3(b) is $30,000,000. These limitations do not apply to any indemnification obligations under Sections 8.2 and 8.3 relating to a breach of any representation or warranty set forth in clause (iv) of Section 4.1(f3.1(f), Sections 4.1(d3.1(d), 4.1(v3.1(h), 4.1(w3.2(g), 4.1(x3.2(h), 4.1(y3.3(g) or 3.3(h) or any other section of this Article 8VIII. (b) No amount shall be payable: (i) under Section 8.1(a) unless and until the aggregate amount of Losses indemnifiable under Section 8.1(a) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.1(a) shall then 112 be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (ii) under Section 8.2(a) unless and until the aggregate amount of Losses indemnifiable under Section 8.2(a) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.2(a) shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); (iii) under Section 8.3(a) 8.3 unless and until the aggregate amount of Losses indemnifiable under Section 8.3 exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.3 shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000).; (iv) under Section 8.2(c) unless and until the aggregate amount of Losses indemnifiable under Section 8.2(c) exceeds $500,000 (and if such amount is so exceeded, then only those Losses under such Section 8.2(a) shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000); and (v) no amount shall be payable under clause (a) of Sections 8.1, 8.2 or 8.3 for any breach the Losses arising from which in any individual case amount to $10,000 or less, and such Losses shall not be included in establishing the thresholds established in clauses (i), (ii) and (iii) of Section 8.8(b) and, in connection with the foregoing, the parties agree that any breach of any representation in clause (i) of Section 4.1(q3.1(r) which relates to sales taxes shall be determined also on an individual basis, subject to the $10,000 threshold, and on a hotel by hotel basis for any particular taxable year;. (c) References in Article 4 III to Material Adverse Effect and material adverse effect qualifiers shall be disregarded for purposes of determining whether a party has incurred Losses pursuant to Section 8.1(a), 8.2(a), 8.2(c) and 8.3. (d) Any indemnification obligations for Losses owed by Alter or Xxxxxxxxx under this Agreement shall be satisfied only to the extent that Alter or Xxxxxxxxx, as the case may be, has received cash payments pursuant to Section 2.1 or has received or receives cash distributions from SHP, it being understood that to the extent that any indemnification obligation is not satisfied as a result of the foregoing provisions of this Section 8.8(d), such accrued but unpaid payment obligations shall be satisfied to the extent of future cash distributions from SHP to Alter or Xxxxxxxxx, as the case may be, until all such accrued but unpaid indemnification obligations are satisfied.