Common use of Limitations on Recovery Clause in Contracts

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. With respect (a) Notwithstanding anything to the contrary in this Article VIII, 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 VIII or otherwise in this Agreement, Purchaser shall not be entitled to any claim for indemnification pursuant to Section 8.2(i) (x) if the breach or inaccuracy of representations and warranties hereunderrepresentation or warranty in question results from or is based on a condition, no claim may be made by an Indemnified Party against an Indemnitor for indemnification hereunder with respect state of facts or other matter that was actually known to any individual item of Loss Purchaser prior to the Closing, (y) unless the valid claims of Purchaser for all such breaches collectively aggregate of all Losses for which more than $8,100,000, as 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 same may have been reduced pursuant to Section 6.1(b) (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"Deductible Amount"), except in the event the Indemnified Party is seeking indemnity as a result of a wilful it being understood 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 agreed that Purchaser shall not be applied and the Indemnified Party shall only be entitled to recover its Losses indemnification for amounts in excess of the foregoing threshold, and (z) unless Purchaser or General Partner has given Seller 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 full extent thereof. In the event the Indemnified Party is entitled to seek recovery for breaches of representations or warranties hereunderclaim, 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 good faith estimate of the Stock Purchase Agreement and Article VII total dollar amount of the Loan Purchase Agreement shall harm suffered and likely to 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 suffered as a result of the wilful alleged breach, provided, however, that no such estimate shall serve to limit the amount of actual recovery available to Purchaser and/or General Partner in respect of such claim (such notice, a "Notice of Claim"), on or prior to the 180th day following the Closing Date, it being understood and intentional breach by agreed that Seller shall have no further liability under or in respect of such warranties and representations from and after the Indemnitor 180th day following the Closing Date, except to the extent of any breach thereof of its material which Purchaser or General Partner has delivered Seller a Notice of Claim prior to such 180th day. For the avoidance of doubt, on the 180th day following Closing, Seller shall be fully discharged and released (without the need for any separate release or other documentation) from any and all liability or obligation to Purchaser, General Partner or any successor or permitted assign with respect to claims arising out of Seller's representations and warranties contained in Section 7.2, except solely for those matters that are then the subject of a pending Notice of Claim delivered by Purchaser or General Partner to Seller prior to such date. Any claim that Purchaser may have at any time against Seller for a breach of any representation or warranty contained in Section 7.2, whether known or unknown, with respect to which a Notice of Claim has been delivered to Seller on or prior to such 180th day may only be the subject of subsequent litigation brought by Purchaser against Seller if (1) Seller has accepted and is defending Purchaser or General Partner in respect of the claim specified in the Notice of Claim on such 180th day or (2) such litigation is commenced against such Seller on or prior to the last Business Day of the 18th calendar month following the month in which the Closing occurs. For the avoidance of doubt, on the last Business Day of such 18th month, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser or General Partner and/or either of their successors or permitted assigns with respect to any claims Purchaser or General Partner may have against Seller for a breach of any representation or warranty contained in Section 7.2, except solely for those matters that are covered by (1) above or the subject of a litigation by Purchaser or General Partner (or any successor or permitted assign thereof) against Seller that is pending on such date. (b) In addition, and notwithstanding any provision to the contrary herein or in any other agreement being delivered concurrently herewith or at Closing, (i) Seller shall have no liability with respect to any claim under any of the representations and warranties set forth contained in this Agreement or in any document that is to be delivered at Closing, which event the foregoing limitation on liability shall not be applicable and the Indemnified Party shall be entitled claim relates 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 arises in connection with respect thereto.(1) any

Limitations on Recovery. With respect 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 the breach of representations and warranties hereunder, no claim may be made by an Indemnified Party against an Indemnitor for indemnification hereunder with respect pursuant to Section 9.2 or under 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 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 such case event the foregoing limitations Purchaser shall not be applied and the Indemnified Party shall only be entitled to recover its Losses 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 full extent thereof. In the event the Indemnified Party is entitled to seek recovery for breaches of representations or warranties hereunderclaim, 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 Purchaser's good faith estimate of the Stock Purchase Agreement and Article VII total dollar amount of the Loan Purchase Agreement shall harm suffered and likely to 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 suffered as a result of the wilful alleged breach or claim) on or prior to the first (1st) anniversary of the applicable Closing Date and intentional 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 by or claim of which the Indemnitor 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 liability or obligation to the Purchaser or any successor or assign with respect to claims arising out of any of CFCL's representations and warranties and the indemnification provisions of the Transaction Documents, except solely for those matters that are the subject of a pending notice of claim delivered by the Purchaser to CFCL on or prior to such date. Any claim that the Purchaser may have at any time against CFCL for a breach of any representation or warranty or for indemnity under a Transaction Document, whether known or unknown, with respect to which a notice of claim has been delivered to CFCL within the applicable survival period established above may only be the subject of subsequent litigation brought by the Purchaser against CFCL if such litigation is commenced against CFCL within the 180-day period following the anniversary of the applicable Closing Date. Accordingly, on the 181st day following the anniversary of the applicable Closing Date, CFCL shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to the Purchaser and/or its material successors and assigns with respect to any claims the Purchaser may have against CFCL for a breach of any representation or warranty or for indemnification under a Transaction Document, except solely for those matters that are the subject of a litigation by the Purchaser against CFCL that is pending on the 181st day after the first anniversary of the applicable Closing Date. As used herein, "Threshold Amount" means as of the date of determination a dollar amount equal to (x) Two Million Five Hundred Thousand Dollars ($2,500,000) minus (y) the aggregate of all costs and impairments to value, determined as provided in Section 7.1(b), resulting from Qualifications to CFCL's representations and warranties and not credited or warranties paid to the Purchaser as contemplated in Section 7.1(b). In addition, except as set forth expressly herein to the contrary, in no event shall (X) CFCL's maximum liability for all claims for breaches of representations and warranties in Article VIII, together with all other claims by the Purchaser under the Transaction Documents, relating (a) to any particular Wholly Owned Property exceed Two Million Dollars ($2,000,000) or (b) to any Interest and its corresponding Partially Owned Property exceed One Million Dollars ($1,000,000), (Y) CFCL have any liability whatsoever to the Purchaser pursuant to this Agreement in which event the foregoing limitation on liability shall not be applicable and the Indemnified Party other Transaction Documents in excess of Ten Million Dollars ($10,000,000) in the aggregate, the parties having expressly agreed that CFCL's maximum liability for any and all claims under this Article IX and the indemnification provisions of the Transaction Documents is to be capped at that amount. In addition, in no event shall CFCL be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims, and in every case the Purchaser's recovery for any claims referenced above shall be entitled to recover its Losses to the full extent thereof. Payments made by an Indemnitor hereunder shall be limited to the amount net of the Losses that remain after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received recovered or recoverable by the Indemnified Party Purchaser from any Person with respect theretoinsurance company, tenant, anchor or other third party; provided, however, the Purchaser shall have no obligation to initiate any legal action for third-party recovery.

Limitations on Recovery. With respect (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 representations and warranties hereunderrepresentation or warranty in question results from or is based on a condition, no claim may be made by an Indemnified Party against an Indemnitor for indemnification hereunder with respect state of facts or other matter that was actually known to any individual item of Loss unless CBL prior to 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)applicable Closing, except in the event the Indemnified Party is seeking indemnity as a result case of a wilful 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 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 agreed that CBL shall not be applied and the Indemnified Party shall only be entitled to recover its Losses 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 full extent thereof. In the event the Indemnified Party is entitled to seek recovery for breaches of representations or warranties hereunderclaim, 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 CBL's good faith estimate of the Stock Purchase Agreement and Article VII total dollar amount of the Loan Purchase Agreement shall harm suffered and likely to 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 suffered as a result of the wilful 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 intentional 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 to JRI within the applicable survival period established above may only be the subject of subsequent litigation brought by CBL against JRI if such litigation is commenced against JRI on or prior to the last Business Day of the 18th calendar month following the applicable Closing Date. Accordingly, on the day following the last Business Day of the 18th calendar month following the applicable Closing Date, JRI shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to CBL and/or its successors and assigns with respect to any Claims CBL may have against JRI for a breach of any representation or warranty contained herein or in any certificate delivered by JRI at the relevant Closing pursuant to Section 6.2, except solely for those matters that are the subject of a litigation by CBL (or its successor or assign) against JRI that is pending on the last Business Day of the 18th calendar month following the applicable Closing Date. Notwithstanding anything to the contrary contained herein, in no event shall JRI be liable under Section 9.2 for any amount in excess of $3,000,000 in the aggregate for all claims for indemnification thereunder. (b) In the case of any claim asserted by a third party against CBL, including without limitation, any claim by a Governmental Authority and any request by such Governmental Authority to audit or otherwise inquire into or examine (an "Inquiry") any matters as to which a claim might arise hereunder, CBL shall notify JRI for the purpose of representing their collective interests in the event of a claim against CBL promptly after CBL has actual knowledge of any claim as to which indemnity may be sought or as to any such Inquiry, and CBL shall permit JRI to assume the defense of any claim or any litigation resulting therefrom or administer such Inquiry, provided, that, (i) counsel to JRI, who shall conduct the defense of such claim or litigation or the administration of such Inquiry, shall be reasonably satisfactory to CBL, and CBL may participate in such defense at CBL's expense, and (ii) the omission by CBL to give notice as provided herein shall not relieve JRI of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to JRI and JRI is materially damaged as a result of such failure to give notice. JRI, in the defense of any such claim or litigation, shall not, except with the consent of CBL (x) consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting CBL or that does not include as a term thereof the giving by the Indemnitor claimant or plaintiff to CBL of an unconditional release from all liability with respect to such claim or litigation or (y) pursue any course of defense of any claim subject to indemnification hereunder, if CBL shall reasonably and in good faith determine that the conduct of such defense might be expected to affect adversely CBL's tax liability or ability to conduct its business or adversely affect the use of the Properties in any material representations respect. In the event that CBL shall reasonably and in good faith determine that any proposed settlement of any claim subject to indemnification hereunder by JRI might be expected to affect adversely CBL's tax liability or warranties set forth ability to conduct its business or that CBL may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to JRI in this Agreement in which event respect of such claims or litigation relating thereto, CBL shall have the foregoing limitation on liability right at all times to take over and assume control over the settlement, negotiations and litigation relating to any such claim at the sole cost of JRI, provided, that, if CBL does so take over and assume control, CBL shall not settle such claim or litigation without the written consent of JRI, such consent not to be applicable unreasonably withheld, and the Indemnified Party liability of JRI with respect to such claim or litigation shall in no event exceed the amount JRI would have paid in settlement thereof, and provided, further, that the provisions of clause (x) above shall control with respect to the defense of any claim arising out of any tax audit or assessment. In the event that JRI does not accept the defense of any matter as above provided, CBL shall have the full right to defend against any such claim or demand, and shall be entitled to recover settle or agree to pay in full such claim or demand, in its Losses sole discretion. In any event, JRI and CBL shall cooperate in the defense of any action or claim subject to this Agreement and the records of each shall be available to the full extent thereofother with respect to such defense. Payments made Acceptance of the defense of any claim or litigation or of the administration of any Inquiry by an Indemnitor hereunder JRI shall be limited without prejudice to the amount of the Losses JRI's right to assert at any time before or after accepting such defense or administration that remain after deducting therefrom any insurance proceeds and any they are not obligated to provide indemnity, contribution either in whole or other payment actually received by the Indemnified Party from any Person in part, with respect theretoto such claim or litigation for which such defense is accepted or which might subsequently arise from such Inquiry.

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 Indemnitee under this Article 16 VIII 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, 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 of representations and warranties of any Indemnitor (and its Affiliates) under this Article 16 and Article VII of the Stock Purchase Agreement VIII 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. With Notwithstanding anything to the contrary in this Article VIII or any other provision of this Agreement, 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 VIII or otherwise in this Agreement, the BLC Parties shall not be entitled to indemnification unless (A) the amounts to which the BLC Parties are entitled for indemnification hereunder for all such breaches collectively aggregate more than $250,000, it being understood and agreed that the BLC Parties shall only be entitled to indemnification for amounts in excess of the foregoing threshold, and (B) the BLC Parties have given the BMC Parties written notice of such claim on or prior to the expiration of the relevant Survival Period, it being understood and agreed that the BMC Parties shall have no further liability under or in respect of such warranties and representations after the expiration of such Survival Period, except to the extent of any breach thereof of which the BLC Parties give the BMC Parties written notice on or prior to the expiration of such Survival Period. Notwithstanding anything to the contrary contained herein, in no event shall BMC be liable under this Article VIII for any amount in excess of $1,000,000 with respect to claims for indemnification for any single Property (the "PER PROPERTY LIABILITY CAP") and $10,000,000 (the "LIABILITY CAP") in the aggregate for all claims for indemnification thereunder, provided, however, that the Environmental Liabilities will not be subject to either the Per Property Liability Cap or the Liability Cap. Notwithstanding anything herein to the contrary, the BLC Indemnitees shall not be entitled to any indemnification under this Agreement 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 which is adjusted pursuant 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 IX herein. Any 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 adjustments 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 included in the event calculation of either the Indemnified Party is seeking indemnity hereunder as a result of Per Property Liability Cap or 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 theretoLiability Cap.