Common use of Thresholds Clause in Contracts

Thresholds. No Seller shall have any obligation to indemnify the Buyer Indemnitees pursuant to Sections 9.02(a)(i) (other than with respect to any breach of the Fundamental Representations or the special warranty contained in Section 3.01(c)) unless and until the Buyer Indemnitees have suffered aggregate Liabilities (A) with respect to an individual Claim thereunder, in an amount that exceeds the Individual Claim Threshold, and (B) with respect to all Claims thereunder, together with all Title Defect Amounts determined pursuant to Article III (regardless of whether the Purchase Price was adjusted prior to Closing for such Title Defects under Section 2.04 and Article III) that, in the aggregate, exceed the Aggregate Threshold. In the event the Buyer Indemnitees have suffered such Liabilities exceeding the Aggregate Threshold, subject to the Individual Claim Threshold, Sellers and/or Manager, as the case may be, will thereafter be obligated, subject to Section 9.02(b)(ii), to indemnify the Buyer Indemnitees from and against the entire amount of all such Liabilities from and including the first such dollar; provided however, that the Buyer Indemnitees shall not recover twice for any amounts for which the Purchase Price was adjusted under Article III prior to Closing.

Thresholds. No Seller shall have any obligation to indemnify the Buyer Indemnitees pursuant to Sections Section 9.02(a)(i) (other than with respect to any breach of the Fundamental Representations or the special warranty contained in Section 3.01(c)) unless and until the Buyer Indemnitees have suffered aggregate Liabilities (A) with respect to an individual Claim thereunder, in an amount that exceeds the Individual Claim Threshold, and (B) with respect to all Claims thereunder, together with all Environmental Defect Amounts and Title Defect Amounts determined pursuant to Article III (regardless of whether the Purchase Price was adjusted prior to Closing for such Title Defects and Environmental Defects under Section 2.04 and Article III) that, in the aggregate, exceed the Aggregate Threshold. In the event the Buyer Indemnitees have suffered such Liabilities exceeding the Aggregate Threshold, subject to the Individual Claim Threshold, Sellers and/or Manager, as the case may be, will thereafter be obligated, subject to Section 9.02(b)(ii), to indemnify the Buyer Indemnitees from and against the entire amount of all such Liabilities from and including the first such dollar; provided however, that the Buyer Indemnitees shall not recover twice for any amounts for which the Purchase Price was adjusted under Article III prior to Closing.

Thresholds. No Seller shall have any obligation to indemnify the Buyer Indemnitees pursuant to Sections Section 9.02(a)(i) (other than with respect to any breach of the Fundamental Representations Representations) or Section 9.02(a)(ii) (other than with respect to any breach of the special warranty contained in Section 3.01(c)Fundamental Covenants) unless and until the Buyer Indemnitees have suffered aggregate Liabilities (A) with respect to an individual Claim thereunder, in an amount that exceeds the Individual Claim Threshold, and (B) with respect to all Claims thereunder, together with all Environmental Defect Amounts and Title Defect Amounts determined pursuant to Article III (regardless of whether the Purchase Price was adjusted prior to Closing for such Title Defects and Environmental Defects under Section 2.04 and Article III) that, in the aggregate, exceed the Aggregate Threshold. In the event the Buyer Indemnitees have suffered such Liabilities exceeding the Aggregate Threshold, subject to the Individual Claim Threshold, Sellers and/or Manager, as the case may be, will thereafter be obligated, subject to Section 9.02(b)(ii), to indemnify the Buyer Indemnitees from and against the entire amount of all such Liabilities from and including the first such dollar; provided however, that the Buyer Indemnitees shall not recover twice for any amounts for which the Purchase Price was adjusted under Article III prior to Closing.

Thresholds. No Seller shall not have any obligation to indemnify the Buyer Indemnitees pursuant to Sections 9.02(a)(i) (other than with respect to any breach of the Fundamental Representations or the special warranty contained in Section 3.01(c)) unless and until the Buyer Indemnitees have suffered aggregate Liabilities (A) with respect to an individual Claim thereunder, in an amount that exceeds the Individual Claim Threshold, and (B) with respect to all Claims thereunder, together with all Title Defect Amounts determined pursuant to Article III (regardless of whether the Purchase Price was adjusted prior to Closing for such Title Defects under Section 2.04 and Article III) that, in the aggregate, exceed the Aggregate Threshold. In the event the Buyer Indemnitees have suffered such Liabilities exceeding the Aggregate Threshold, subject to the Individual Claim Threshold, Sellers Seller and/or Manager, as the case may be, will thereafter be obligated, subject to Section 9.02(b)(ii), to indemnify the Buyer Indemnitees from 52 and against the entire amount of all such Liabilities from and including the first such dollar; provided however, that the Buyer Indemnitees shall not recover twice for any amounts for which the Purchase Price was adjusted under Article III prior to Closing.