Common use of REIT Savings Clause Clause in Contracts

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees pursuant to this Agreement in any tax year exceed the maximum amount that can be paid in such year without causing AIMCO to fail to meet the requirements of sections 856(c)(2) and (3) of the Code (the "REIT Requirements") for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code ("Qualifying Income") as determined by independent accountants to AIMCO. If the amount payable for any tax year under the preceding sentence is less than the amount which the indemnifying party would otherwise be obligated to pay to the AIMCO Indemnitees pursuant to this Agreement (the "Indemnifiable Amount"), the AIMCO Indemnitees shall so notify the indemnifying party, and the indemnifying party shall (at the AIMCO Indemnitees' sole cost and expense) place the remaining portion of the Indemnifiable Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the AIMCO Indemnitees, and the AIMCO Indemnitees shall not be entitled to any such amount, unless and until the indemnifying party and escrow holder receive (all at the AIMCO Indemnitees' sole cost and expense) notice from AIMCO, together with either (a) an opinion of AIMCO's tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or (b) a letter from AIMCO's independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees without causing AIMCO to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO or an opinion of AIMCO's tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO for any prior taxable year, in which event the escrow holder shall pay such maximum amount. The indemnifying party's and escrow holder's obligation to pay any unpaid portion of the Indemnifiable Amount shall terminate ten (10) years from the date of this Agreement and, upon such date, escrow holder shall remit any remaining funds in escrow to the indemnifying party and the indemnifying party shall have no obligation to make any further payments to the AIMCO Indemnitees notwithstanding that the entire Indemnifiable Amount has not been paid as of such date.

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees any Purchaser Indemnified Party pursuant to this Agreement in any tax year exceed the maximum amount that can be paid in such year without causing AIMCO any Purchaser Indemnified Party or its Affiliate to fail to meet the requirements of sections Sections 856(c)(2) and (3) of the Code (the "“REIT Requirements"”) for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H856(c)(2)(A)-(I) and 856(c)(3)(A)-(I) of the Code ("“Qualifying Income"”) as determined by independent accountants to AIMCOPurchaser. If the amount payable for any tax year under the preceding sentence is less than the amount which the indemnifying party would otherwise be obligated to pay to the AIMCO Indemnitees Purchaser Indemnified Party pursuant to this Agreement (the "“Indemnifiable Amount"”), the AIMCO Indemnitees Purchaser Indemnified Party shall so notify the indemnifying party, and the indemnifying party shall (at the AIMCO Indemnitees' sole cost and expense) place the remaining portion of the Indemnifiable Amount in escrow and shall not execute any instrumentation permitting a 113 release of any portion thereof to the AIMCO IndemniteesPurchaser Indemnified Party, and the AIMCO Indemnitees Purchaser Indemnified Party shall not be entitled to any such amount, unless and until the indemnifying party and escrow holder receive (all at the AIMCO Indemnitees' sole cost and expense) notice from AIMCOthe Purchaser, together with either (a) an opinion of AIMCO's the Purchaser’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or (b) a letter from AIMCO's the Purchaser’s independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees Purchaser Indemnified Party without causing AIMCO any Purchaser Indemnified Party or its Affiliate to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO the Purchaser or an opinion of AIMCO's the Purchaser’s tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO the applicable Purchaser Indemnified Party for any prior taxable year, in which event the escrow holder shall pay the lesser of (i) such maximum amountamount or (ii) the remaining portion of the Indemnifiable Amount in escrow. The indemnifying party's ’s and escrow holder's ’s obligation to pay any unpaid portion of the Indemnifiable Amount shall terminate ten (10) years from the date of this Agreement and, upon such date, escrow holder shall remit any remaining funds in escrow to the indemnifying party and the indemnifying party shall have no obligation to make any further payments to the AIMCO Indemnitees Purchaser Indemnified Party notwithstanding that the entire Indemnifiable Amount has not been paid as of such date.. * * * * 114

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees any Purchaser Indemnified Party pursuant to this Agreement in any tax taxable year exceed the maximum amount that can be paid in such year without causing AIMCO any Purchaser Indemnified Party, or any direct or indirect owner of such Purchaser Indemnified Party, in each case which is a Real Estate Investment Trust (a “REIT”), to fail to meet the requirements of sections Sections 856(c)(2) and (3) of the Code (the "“REIT Requirements"”) for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(HSection 856(C)(2)(A)-(I) and 856(c)(3)(A)-(ISection 856(C)(3)(A)-(I) of the Code ("“Qualifying Income"”) as determined by independent accountants to AIMCOPurchaser. If the maximum amount payable that can be paid for any tax taxable year under the preceding sentence is less than the amount which the indemnifying party Seller would otherwise be obligated to pay to the AIMCO Indemnitees Purchaser Indemnified Parties pursuant to this Agreement Article XIII (the "Indemnifiable amount of such deficit, the “Deficit Amount"”), the AIMCO Indemnitees Purchaser Indemnified Parties shall so notify the indemnifying partySeller, and the indemnifying party Seller shall (at the AIMCO Indemnitees' Purchaser Indemnified Parties’ sole cost and expense) place the remaining portion of the Indemnifiable Deficit Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the AIMCO IndemniteesPurchaser Indemnified Parties, and the AIMCO Indemnitees Purchaser Indemnified Parties shall not be entitled to any such amount, unless and until the indemnifying party Seller and escrow holder receive (all at the AIMCO Indemnitees' Purchaser Indemnified Parties’ sole cost and expense) notice from AIMCOPurchaser, together with either (a) an opinion of AIMCO's Purchaser’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or Income, (b) a ruling from the IRS stating that the receipt by the Purchaser Indemnified Parties of the Deficit Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (c) a letter from AIMCO's Purchaser’s independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees Purchaser Indemnified Parties without causing AIMCO any Purchaser Indemnified Party or any direct or indirect owner of such Purchaser Indemnified Party, in each case which is a REIT, to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO Purchaser or an opinion of AIMCO's Purchaser’s tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO the applicable Purchaser Indemnified Party for any prior taxable year, in which event the escrow holder shall pay such maximum amount. The indemnifying party's Seller’s and escrow holder's ’s obligation to pay any unpaid portion of the Indemnifiable Amount Deficit Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to the indemnifying party Seller and the indemnifying party Seller shall have no obligation to make any further payments to the AIMCO Indemnitees Purchaser Indemnified Parties notwithstanding that the entire Indemnifiable Amount has such Deficit Amounts have not been paid as of such date. For all purposes of this Agreement, (i) the Purchaser Indemnified Parties release Seller from any claims that may arise from actions taken by Seller at the request of the Purchaser Indemnified Parties or their agents under this Section 13.10, and (ii) the Purchaser Indemnified Parties’ right to receive Deficit Amounts shall be limited to the amounts in escrow and Seller shall have no obligation to make any further payments to any Purchaser Indemnified Party with respect to such Deficit Amounts.

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees any Purchaser Indemnified Party pursuant to this Agreement Article XI in any tax taxable year exceed the maximum amount that can be paid in such year without causing AIMCO any Parent Indemnified Party, or any direct or indirect owner of such Parent Indemnified Party, in each case which is REIT, to fail to meet the requirements of sections Sections 856(c)(2) and (3) of the Code (the "“REIT Requirements"”) for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code ("Qualifying Income") Income as determined by independent accountants to AIMCOParent. If the maximum amount payable that can be paid for any tax taxable year under the preceding sentence is less than the amount which the indemnifying party Sellers would otherwise be obligated to pay to the AIMCO Indemnitees Purchaser Indemnified Parties pursuant to this Agreement Article XI (the "Indemnifiable amount of such deficit, the “Deficit Amount"”), the AIMCO Indemnitees Purchaser Indemnified Parties shall so notify the indemnifying partySellers, and the indemnifying party Sellers shall (at the AIMCO Indemnitees' Purchaser Indemnified Parties’ sole cost and expense) place the remaining portion of the Indemnifiable Deficit Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the AIMCO IndemniteesPurchaser Indemnified Parties, and the AIMCO Indemnitees Purchaser Indemnified Parties shall not be entitled to any such amount, unless and until the indemnifying party Sellers and escrow holder receive (all at the AIMCO Indemnitees' Purchaser Indemnified Parties’ sole cost and expense) notice from AIMCOPurchaser, together with either (a) an opinion of AIMCO's Purchaser’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or Income, (b) a ruling from the IRS holding that the receipt by the Purchaser Indemnified Parties of the Deficit Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (c) a letter from AIMCO's Purchaser’s independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees Purchaser Indemnified Parties without causing AIMCO any Purchaser Indemnified Party or any direct or indirect owner of such Purchaser Indemnified Party, in each case which is a REIT, to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO Purchaser or an opinion of AIMCO's Purchaser’s tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO the applicable Purchaser Indemnified Party for any prior taxable year, in which event the escrow holder shall pay such maximum amount. The indemnifying party's Sellers’ and escrow holder's ’s obligation to pay any unpaid portion of the Indemnifiable Amount Deficit Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to the indemnifying party Sellers and the indemnifying party Sellers shall have no obligation to make any further payments to the AIMCO Indemnitees Purchaser Indemnified Parties notwithstanding that the entire Indemnifiable Amount has such Deficit Amounts have not been paid as of such date. For all purposes of this Agreement, (i) the Purchaser Indemnified Parties release Sellers from any claims that may arise from actions taken by Sellers at the request of the Purchaser Indemnified Parties or their agents under this Section 11.8, and (ii) the Purchaser Indemnified Parties’ right to receive Deficit Amounts shall be limited to the amounts in escrow and Sellers shall have no obligation to make any further payments to any Purchaser Indemnified Party with respect to such Deficit Amounts.

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees any Purchaser Indemnified Party pursuant to this Agreement Article XI in any tax taxable year exceed the maximum amount that can be paid in such year without causing AIMCO any Parent Indemnified Party, or any direct or indirect owner of such Parent Indemnified Party, in each case which is REIT, to fail to meet the requirements of sections Sections 856(c)(2) and (3) of the Code (the "“REIT Requirements"”) for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code ("Qualifying Income") Income as determined by independent accountants to AIMCOParent. If the maximum amount payable that can be paid for any tax taxable year under the preceding sentence is less than the amount which the indemnifying party Sellers would otherwise be obligated to pay to the AIMCO Indemnitees Purchaser Indemnified Parties pursuant to this Agreement Article XI (the "Indemnifiable amount of such deficit, the “Deficit Amount"”), the AIMCO Indemnitees Purchaser Indemnified Parties shall so notify the indemnifying partySellers, and the indemnifying party Sellers shall (at the AIMCO Indemnitees' Purchaser Indemnified Parties’ sole cost and expense) place the remaining portion of the Indemnifiable Deficit Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the AIMCO IndemniteesPurchaser Indemnified Parties, and the AIMCO Indemnitees Purchaser Indemnified Parties shall not be entitled to any such amount, unless and until the indemnifying party Sellers and escrow holder receive (all at the AIMCO Indemnitees' Purchaser Indemnified Parties’ sole cost and expense) notice from AIMCOPurchaser, together with either (a) an opinion of AIMCO's Purchaser’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or Income, (b) a ruling from the IRS holding that the receipt by the Purchaser Indemnified Parties of the Deficit Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (c) a letter from AIMCO's Purchaser’s independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees Purchaser Indemnified Parties without causing AIMCO any Purchaser Indemnified Party or any direct or indirect owner of such Purchaser Indemnified Party, in each case which is a REIT, to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO Purchaser or an opinion of AIMCO's Purchaser’s tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO the applicable Purchaser Indemnified Party for any prior taxable year, in which event the escrow holder shall pay such maximum amount. The indemnifying party's Sellers' and escrow holder's ’s obligation to pay any unpaid portion of the Indemnifiable Amount Deficit Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to the indemnifying party Sellers and the indemnifying party Sellers shall have no obligation to make any further payments to the AIMCO Indemnitees Purchaser Indemnified Parties notwithstanding that the entire Indemnifiable Amount has such Deficit Amounts have not been paid as of such date. For all purposes of this Agreement, (i) the Purchaser Indemnified Parties release Sellers from any claims that may arise from actions taken by Sellers at the request of the Purchaser Indemnified Parties or their agents under this Section 11.8, and (ii) the Purchaser Indemnified Parties’ right to receive Deficit Amounts shall be limited to the amounts in escrow and Sellers shall have no obligation to make any further payments to any Purchaser Indemnified Party with respect to such Deficit Amounts.

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees any Seller Indemnified Party pursuant to this Agreement (including the Deposit, to the extent Sellers are entitled thereto pursuant to this Agreement) in any tax taxable year exceed the maximum amount that can be paid in such year without causing AIMCO any Seller Indemnified Party, or any direct or indirect owner of such Seller Indemnified Party, in each case, which is a real estate investment trust, to fail to meet the requirements of sections Sections 856(c)(2) and (3) of the Code (the "REIT Requirements") for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(HSection 856(C)(2)(A)-(I) and 856(c)(3)(A)-(ISection 856(C)(3)(A)-(I) of the Code ("Qualifying Income") Code, as determined by Sellers’ independent accountants to AIMCOaccountants. If the maximum amount payable that can be paid for any tax taxable year under the preceding sentence is less than the amount which the indemnifying party Purchaser would otherwise be obligated to pay to the AIMCO Indemnitees Seller Indemnified Parties pursuant to this Agreement Article XII (plus the amount of the Deposit, to the extent Seller are entitled thereto pursuant to this Agreement) (the "Indemnifiable aggregate amount of such deficit, the “Deficit Amount"”), the AIMCO Indemnitees Sellers shall so notify the indemnifying partyPurchaser, and the indemnifying party Purchaser shall (at the AIMCO Indemnitees' sole cost and expense) place the remaining portion of the Indemnifiable Deficit Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the AIMCO Indemniteesapplicable Seller Indemnified Party, and the AIMCO Indemnitees applicable Seller Indemnified Party shall not be entitled to any such amount, unless and until Purchaser and the indemnifying party and escrow holder receive (all at the AIMCO Indemnitees' sole cost and expense) notice a written request therefor from AIMCO, together with either (a) an opinion of AIMCO's tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or (b) a letter from AIMCO's independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees without causing AIMCO to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO or an opinion of AIMCO's tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO for any prior taxable yearSellers, in which event the escrow holder shall pay such maximum amount. The indemnifying party's obligation of Purchaser and the escrow holder's obligation holder to pay any unpaid portion of the Indemnifiable Amount Deficit Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to the indemnifying party Purchaser and the indemnifying party Purchaser shall have no obligation to make any further payments to the AIMCO Indemnitees Seller Indemnified Parties notwithstanding that the entire Indemnifiable Amount has such Deficit Amounts have not been paid as of such date. For all purposes of this Agreement, (i) the Seller Indemnified Parties release Purchaser from any claims that may arise from actions taken by Purchaser at the request of the Seller Indemnified Parties (or their respective agents) under this Section 12.5, and (ii) the right of the Seller Indemnified Parties to receive Deficit Amounts shall be limited to the amounts in escrow and Purchaser shall have no obligation to make any further payments to any Seller Indemnified Party with respect to such Deficit Amounts.

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees any Purchaser Indemnified Party pursuant to this Agreement in any tax year exceed the maximum amount that can be paid in such year without causing AIMCO any Purchaser Indemnified Party or its Affiliate to fail to meet the requirements of sections Sections 856(c)(2) and (3) of the Code (the "“REIT Requirements"”) for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H856(c)(2)(A)-(I) and 856(c)(3)(A)-(I) of the Code ("“Qualifying Income"”) as determined by independent accountants to AIMCOPurchaser. If the amount payable for any tax year under the preceding sentence is less than the amount which the indemnifying party would otherwise be obligated to pay to the AIMCO Indemnitees Purchaser Indemnified Party pursuant to this Agreement (the "“Indemnifiable Amount"”), the AIMCO Indemnitees Purchaser Indemnified Party shall so notify the indemnifying party, and the indemnifying party shall (at the AIMCO Indemnitees' sole cost and expense) place the remaining portion of the Indemnifiable Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the AIMCO IndemniteesPurchaser Indemnified Party, and the AIMCO Indemnitees Purchaser Indemnified Party shall not be entitled to any such amount, unless and until the indemnifying party and 113 escrow holder receive (all at the AIMCO Indemnitees' sole cost and expense) notice from AIMCOthe Purchaser, together with either (a) an opinion of AIMCO's the Purchaser’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or (b) a letter from AIMCO's the Purchaser’s independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees Purchaser Indemnified Party without causing AIMCO any Purchaser Indemnified Party or its Affiliate to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO the Purchaser or an opinion of AIMCO's the Purchaser’s tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO the applicable Purchaser Indemnified Party for any prior taxable year, in which event the escrow holder shall pay the lesser of (i) such maximum amountamount or (ii) the remaining portion of the Indemnifiable Amount in escrow. The indemnifying party's ’s and escrow holder's ’s obligation to pay any unpaid portion of the Indemnifiable Amount shall terminate ten (10) years from the date of this Agreement and, upon such date, escrow holder shall remit any remaining funds in escrow to the indemnifying party and the indemnifying party shall have no obligation to make any further payments to the AIMCO Indemnitees Purchaser Indemnified Party notwithstanding that the entire Indemnifiable Amount has not been paid as of such date.. * * * * 114

REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to the AIMCO Indemnitees any Parent Indemnified Party pursuant to this Agreement in any tax year exceed the maximum amount that can be paid in such year without causing AIMCO any Parent Indemnified Party to fail to meet the requirements of sections Sections 856(c)(2) and (3) of the Code (the "“REIT Requirements"”) for such year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H856(c)(2)(A)-(I) and 856(c)(3)(A)-(I) of the Code ("“Qualifying Income"”) as determined by independent accountants to AIMCOParent. If the amount payable for any tax year under the preceding sentence is less than the amount which the indemnifying party Indemnitor would otherwise be obligated to pay to the AIMCO Indemnitees Parent Indemnified Parties pursuant to this Agreement (the "“Indemnifiable Amount"”), the AIMCO Indemnitees Parent Indemnified Parties shall so notify the indemnifying partyIndemnitor, and the indemnifying party Indemnitor shall (at the AIMCO Indemnitees' Parent Indemnified Parties’ sole cost and expense) place the remaining portion of the Indemnifiable Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the AIMCO IndemniteesParent Indemnified Parties, and the AIMCO Indemnitees Parent Indemnified Parties shall not be entitled to any such amount, unless and until the indemnifying party Indemnitor and escrow holder receive (all at the AIMCO Indemnitees' Parent Indemnified Parties’ sole cost and expense) notice from AIMCOParent, together with either (a) an opinion of AIMCO's Parent’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income or (b) a letter from AIMCO's Parent’s independent accountants indicating the maximum amount that can be paid at that time to the AIMCO Indemnitees Parent Indemnified Parties without causing AIMCO any Parent Indemnified Party to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to AIMCO Parent or an opinion of AIMCO's Parent’s tax counsel to the effect that such payment would not be treated as includible in the income of AIMCO the applicable Parent Indemnified Party for any prior taxable year, in which event the escrow holder shall pay such maximum amount. The indemnifying party's Indemnitor’s and escrow holder's ’s obligation to pay any unpaid portion of the Indemnifiable Amount shall terminate ten (10) years from the date of this Agreement and, upon such date, escrow holder shall remit any remaining funds in escrow to the indemnifying party Indemnitor and the indemnifying party Indemnitor shall have no obligation to make any further payments to the AIMCO Indemnitees Parent Indemnified Parties notwithstanding that the entire Indemnifiable Amount has not been paid as of such date.