Limitations on Rights of Indemnification. (a) The Sellers and the Seller Indemnitors shall not be required to indemnify the Buyer Indemnitees under Section 9.2 or Section 9.3(a) unless and until the aggregate amount of Losses incurred by the Buyer Indemnitees thereunder exceeds $510,000.00 (the “Deductible Amount”), in which event the Buyer Indemnitees shall be entitled to recover only such Losses in excess of the Deductible Amount; provided, however, that (i) no Buyer Indemnitee shall be entitled to make any claim under Section 9.2 or Section 9.3(a) in respect of any Individual Matter unless such claim is for Losses in excess of $25,000.00 (the “Per Claim Amount”), and (ii) the Deductible Amount and the Per Claim Amount shall not apply with respect to any claim arising from the breach of a Fundamental Representation or Fraud.
Limitations on Rights of Indemnification. 9.5.1 No Purchaser Indemnitee shall have the right to indemnification under this Agreement unless and until the aggregate amount of any and all such indemnification claims made by the Purchaser Indemnitee and by any Purchaser Indemnitees under the corresponding provisions of the Related APA exceeds Fifty Thousand ($50,000) Dollars (the “Basket Threshold”), at which time the Purchaser Indemnitee shall be entitled to the entire amount in excess of the Basket Threshold; provided, however, the Basket Threshold shall not apply to claims arising out of fraud. The Basket Threshold under this Agreement and the Basket Thresholds under corresponding provisions of the Related APA (collectively the “Aggregate APA’s”) shall be treated as a single Basket Threshold, such that all claims made under any of the Aggregate APA’s shall be treated as reducing the Basket Threshold under each and every one of the Aggregate APA’s such that the total Basket Threshold under the Aggregate APA’s is Fifty Thousand ($50,000) Dollars.
Limitations on Rights of Indemnification. No Buyer Party shall have the right to indemnification under this Agreement unless and until the aggregate amount of any and all such indemnification claims made by the Buyer Party shall exceed Fifty Thousand ($50,000) Dollars (the “Basket Threshold”), at which time the Buyer Party shall be entitled to the entire amount in excess of the Basket Threshold; provided, however, the Basket Threshold shall not apply to claims arising out of fraud. The aggregate liability of the Seller and GTJ REIT hereunder shall not exceed the Purchase Price provided, however, that the provisions of this Section 13.5 shall not apply to (a) breaches of Seller’s representations and warranties related to tax matters, ERISA matters and environmental matters, (b) breaches of covenants or agreements set forth herein; and (c) claims arising out of fraud.
Limitations on Rights of Indemnification. (a) Except as set forth below, (i) Seller shall not be required to indemnify Buyer under Section 7.2(a) unless and until the aggregate amount of Losses incurred by a Buyer Indemnitee thereunder exceeds $110,000.00 (the “Threshold Amount”), in which event Buyer shall be entitled to recover all such Losses in excess of the Threshold Amount (provided, that the Threshold Amount shall not apply to claims for indemnification in respect of any inaccuracy in or breach of any of the Fundamental Representations or Section 3.9, or, for the avoidance of doubt, any claims of fraud) and (ii) Seller’s maximum liability to Buyer under Section 7.2(a) shall not exceed $2,200,000.00 (the “Cap”) (provided, that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of any of the Fundamental Representations or Section 3.9, or, for the avoidance of doubt, any claims of fraud and, with respect to claims for indemnification arising out of or relating to the Excluded Liabilities, the Cap shall be the Purchase Price (except, however, that to the extent a lower Cap applies with respect to a specific requirement to provide indemnification applies, such lower Cap shall apply notwithstanding the general requirement to provide indemnification for Excluded Liabilities pursuant to the foregoing clause); provided, further, that, for the avoidance of doubt, with respect to Seller’s indemnification obligations to Buyer pursuant to this Agreement, such obligations shall not be imposed without taking into effect the limitations set forth in this Section 7.4). Solely for the purpose of Section 7.2 and 7.3, if it is determined that there has been a breach of a representation, warranty or covenant, any qualifications set forth therein with respect to a “Material Adverse Effect”, “materiality”, “in all material respects”, “material”, or similar term shall be disregarded for the purposes of calculating the amount of any Losses with respect to such breach.
