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 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 which is adjusted pursuant to Article IX herein. Any such adjustments shall not be included in the calculation of either the Per Property Liability Cap or the Liability Cap.
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. (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. 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. Fxxxxxxxxx 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 the Franchisor, its successors or assigns. Fxxxxxxxxx agrees that it will not name Fxxxxxxxxx’s shareholders, directors, officers, employees or agents in any arbitration or legal action. Franchisee acknowledges that Franchisor has relied on Franchisee’s agreement to the provisions of this Section 28 in signing this Agreement.
Limitations on Recovery. Neither Xxxxxxx nor Xxxxxx 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. 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. 53 9.3 Indemnification by the Allied Parties.......................................................................53 9.4 Limitation on RSI's Recovery................................................................................53 9.5
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.
