Limitations on Recovery Clause Samples

Limitations on Recovery. (a) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, net of any expenses reasonably incurred by such Indemnified Party in seeking and collecting such amount (including premium adjustments). If the Indemnified Party or any Affiliate thereof actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses subsequent to an indemnification payment by the Indemnifying Party that were not taken into account under the immediately preceding sentence, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount (including premium adjustments). The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage or from such other Person alleged to have responsibility therefor. Indemnifying Party shall not be liable under Section 8.2(a)(i), Section 8.2(a)(iii) or Section 8.2(b) for any individual or series of related Losses which exceed the Purchase Price (the “Cap”). (b) Each Indemnified Party shall take, and cause its Controlled Affiliates to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

Limitations on Recovery. Neither ▇▇▇▇▇▇▇ nor ▇▇▇▇▇▇ shall be liable to ----------------------- the other party under Sections 7.2 or 7.3 of this Article 7, as applicable, except to the extent that the aggregate amount of all claims for indemnity by the other party exceeds an amount equal to [DELETION].

Limitations on Recovery. (a) Notwithstanding anything to the contrary in this Article IX, it is expressly understood and agreed by the parties that, without limiting or affecting any other obligation of either party to defend and indemnify contained in this Article IX or otherwise in this Agreement, CBL shall not be entitled to any claim for indemnification pursuant to Section 9.2(i), (x) if the breach or inaccuracy of representation or warranty in question results from or is based on a condition, state of facts or other matter that was actually known to CBL prior to the applicable Closing, except in the case of a Property-Specific Monetizable Claim to the extent provided in Section 8.3(c) hereof, (y) unless the valid claims of CBL for all such breaches collectively aggregate more than $200,000, it being understood and agreed that CBL shall only be entitled to indemnification for amounts in excess of the foregoing threshold, and (z) unless CBL has given JRI written notice of such claim (stating the representation or warranty alleged to have been breached, an explanation in reasonable detail of the circumstances giving rise to the claim, and CBL's good faith estimate of the total dollar amount of the harm suffered and likely to be suffered as a result of the alleged breach) on or prior to the 270th day following the Principal Closing Date (or, if the claim in question relates to the Interests in a Property Owner or the related Property that were included in a Deferred Closing, the 270th day following the Deferred Closing Date relating thereto), it being understood and agreed that JRI shall have no further liability under or in respect of such warranties and representations after the 270th day following the applicable Closing Date, except to the extent of any breach thereof of which CBL gives JRI written notice on or prior to such 270th day. Accordingly, on the 271st day following the applicable Closing Date, JRI shall be fully discharged and released (without the need for any separate release or other documentation) from any and all liability or obligation to CBL or any successor or assign with respect to Claims arising out of JRI's representations and warranties, except solely for those matters that are then the subject of a pending notice of claim delivered by CBL to JRI on or prior to such date. Any claim that CBL may have at any time against JRI for a breach of any representation or warranty, whether known or unknown, with respect to which a notice of claim has been delivered t...

Limitations on Recovery. 53 9.3 Indemnification by the Allied Parties.......................................................................53 9.4 Limitation on RSI's Recovery................................................................................53 9.5

Limitations on Recovery. Should the Closing occur, rights to indemnification hereunder are subject to the following limitations: (a) The obligation of indemnity provided herein constitutes the sole remedy of each Party with respect to any claim arising under this Agreement. (b) There shall be no obligation to indemnify for any Indemnified Damages under Section 7.2 except to the extent that any aggregate amount of all Indemnified Damages asserted under Purchaser's Claims exceeds Fifty Thousand Dollars ($50,000) (the "Minimum Threshold Amount") , following which the Purchaser shall be entitled to indemnification with respect to Purchaser's Claims in excess of the Minimum Threshold Amount. (c) The maximum aggregate liability of Seller to Purchaser for Indemnified Damages under Purchaser's Claims shall be an amount equal to the Purchase Price.

Limitations on Recovery. No Allied Indemnification Claim for failure to perform any single covenant or for breach or inaccuracy of any single representation or warranty, other than Allied Indemnification Claims under Sections 9.1(a)(iv), 9.1(a)(ix) or 9.1(a)(xi), may be enforced against RSI unless and until the aggregate amount of all Allied Indemnification Claims under Section 9.1 is at least Two Hundred Fifty Thousand Dollars ($250,000). An Allied Party must assert any Allied Indemnification Claim (A) under Section 9.1(a)(iv) or 9.1(a)(xi) within the statute of limitations period applicable to the particular underlying claim at issue, and (B) under Sections 9.1(a)(i)-(iii), Sections ***** Confidential portion omitted and filed separately with the Securities and Exchange Commission, requesting confidential treatment. 9.1 (a)(v)-(viii), and Section 9.1 (a)(x), during the three (3) year period following the Closing Date. Allied Indemnification Claims under Section 9.1(a)(ix) may be asserted at any point after the Closing Date.

Limitations on Recovery. 11 7.6 Payment ............................................................12 ARTICLE 8 ARBITRATION .......................................................12 8.1 Dispute resolution .................................................12 8.2 Injunctive relief ..................................................13

Limitations on Recovery. Developer agrees that the only person or entity from which it may seek damages or any remedy for any dispute arising under this Agreement, including the breach of this Agreement, is Franchisor, its successors or assigns. Developer agrees that it will not name Franchisor’s shareholders, directors, officers, employees or agents in any arbitration or legal action. Developer acknowledges that Franchisor has relied on Developer’s agreement to the provisions of this Section in signing this Agreement.

Limitations on Recovery. No Allied Indemnification Claim for failure to perform any single covenant or for breach or inaccuracy of any single representation or warranty, other than Allied Indemnification Claims under Sections 9.1(a)(iv), 9.1(a)(ix) or 9.1(a)(xi), may be enforced against RSI unless and until the aggregate amount of all Allied Indemnification Claims under Section 9.1 is at least Two Hundred Fifty Thousand Dollars ($250,000). An Allied Party must assert any Allied Indemnification Claim (A) under Section 9.1(a)(iv) or 9.1(a)(xi) within the statute of limitations period applicable to the particular underlying claim at issue, and (B) under Sections 9.1(a)(i)-(iii), Sections 9.1(a)(v)-(viii), and Section 9.1 (a)(x), during the three (3) year period following the Closing Date. Allied Indemnification Claims under Section 9.1(a)(ix) may be asserted at any point after the Closing Date.