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.
Appears in 3 contracts
Samples: Voting Agreement (Sunstone Hotel Investors Inc), Voting Agreement (Alter Robert A), Voting Agreement (Westbrook Real Estate Partners LLC)
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.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Alter Robert A), Contribution and Sale Agreement (Westbrook Real Estate Partners LLC)
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.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Alter Robert A), Contribution and Sale Agreement (Westbrook Real Estate Partners LLC)