Limitations on Recovery. In the event that the Executive institutes legal proceedings to enforce this Agreement, he agrees that the sole remedy available shall be enforcement of the terms of this Agreement and/or a claim for damages resulting from the breach of this Agreement, but that under no circumstances shall the Executive be entitled to receive or collect any damages for claims that Executive has released under this Agreement.
Limitations on Recovery. Notwithstanding anything to the contrary in this Article IX, it is expressly understood and agreed by the parties that, the Purchaser shall not be entitled to any claim for indemnification pursuant to Section 9.2 or under any other indemnification provisions contained in this Agreement, the Ground Lease Assignment, the Sublease Assignment, the REA Assignments, the Lease Assignments, the Contract Assignments or any other instrument or agreement being entered into concurrently herewith or delivered at any Closing (this Agreement and such other agreements and instruments, collectively, the "Transaction Documents"), (x) with respect to a claim under Section 9.2, 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 the Purchaser prior to the applicable Closing, (y) unless the aggregate amount of actual loss to the Purchaser in respect of all claims for indemnification arising pursuant to Section 9.2 and pursuant to the Transaction Documents exceeds the Threshold Amount, in which event the Purchaser shall only be entitled to indemnification for amounts, if any, in excess of the Threshold Amount, and (z) unless the Purchaser has given CFCL written notice of such claim (stating the representation or warranty alleged to have been breached or the indemnification provision of the Transaction Documents pursuant to which recovery is sought, an explanation in reasonable detail of the circumstances giving rise to the claim, and the Purchaser'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 or claim) on or prior to the first (1st) anniversary of the applicable Closing Date and commenced legal action in a court of competent jurisdiction against CFCL within 180 days after that anniversary, it being understood and agreed that CFCL shall have no further liability under or in respect of such warranties and representations or under the indemnification provisions of the Transaction Documents after the first anniversary of the applicable Closing Date, except to the extent of any breach or claim of which the Purchaser gives CFCL written notice on or prior to such first anniversary. Accordingly, after the first anniversary of the applicable Closing Date, CFCL shall be fully discharged and released (without the need for any separate release or other documentation) from any and all liabilit...
Limitations on Recovery. With respect to any claim for the breach of representations and warranties hereunder, no claim may be made by an Indemnified Party against an Indemnitor for indemnification hereunder with respect to any individual item of Loss unless the aggregate of all Losses for which the Indemnified Party is seeking recovery from an Indemnitor under this Article 16 for breaches of representations or warranties plus any Losses for which such Indemnified Party or any Affiliate thereof is seeking indemnity under Article VII of the Stock Purchase Agreement and Article VII of the Loan Purchase Agreement for breaches of representations or warranties shall exceed Ten Million and No/100 Dollars ($10,000,000.00), except in the event the Indemnified Party is seeking indemnity as a result of a wilful and intentional breach by the Indemnitor of any of its material representations or warranties set forth in this Agreement, in which such case the foregoing limitations shall not be applied and the Indemnified Party shall be entitled to recover its Losses to the full extent thereof. In the event the Indemnified Party is entitled to seek recovery for breaches of representations or warranties hereunder, the indemnity shall be for the full extent of all the Losses to the Indemnified Party resulting from such breach exceeding and excluding the first $10,000,000.00 under this Agreement and the Stock Purchase Agreement and the Loan Purchase Agreement aggregated. Notwithstanding the foregoing, the aggregate liability for Losses for breaches or representations and warranties of any Indemnitor (and its Affiliates) under this Article 16 and Article VII of the Stock Purchase Agreement and Article VII of the Loan Purchase Agreement shall be limited to an aggregate amount of One Hundred Million and No/100 Dollars ($100,000,000.00), except in the event the Indemnified Party is seeking indemnity hereunder as a result of the wilful and intentional breach by the Indemnitor of any of its material representations or warranties set forth in this Agreement in which event the foregoing limitation on liability shall not be applicable and the Indemnified Party shall be entitled to recover its Losses to the full extent thereof. Payments made by an Indemnitor hereunder shall be limited to the amount of the Losses that remain after deducting therefrom any insurance proceeds and any indemnity, contribution or other payment actually received by the Indemnified Party from any Person with respect thereto.
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”).
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. Should the Closing occur, rights to indemnification hereunder are subject to the following limitations:
Limitations on Recovery. 33 8.4 Claim Procedures and Escrow........................................ 34 8.5 Sole Remedy; Survival.............................................. 35 ARTICLE IX CASUALTY AND CONDEMNATION
Limitations on Recovery. Neither party shall make any claim against the other for indemnification under this Agreement for a breach of a representation or warranty contained in this Agreement unless and until the aggregate amount of such claims exceeds $25,000. The aggregate liability of each party hereto for breaches of representations and warranties made pursuant to this Agreement and any claims for indemnification arising under such representations and warranties shall be limited to the amount of the Purchase Price; provided, however, that this limitation shall be in no way construed to limit any remedy for fraud, willful misconduct, bad faith or any other misrepresentation. Amounts paid as indemnification for matters described in the proviso to the preceding sentence shall not be taken into account in determining the limitation on the aggregate liability under this Section.
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.
Limitations on Recovery. Rights to indemnification hereunder are subject to the following limitations:
