Common use of Limitation on Indemnification Obligations Clause in Contracts

Limitation on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnified Party") pursuant-to Section 7.01 or Section 7.02, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnified Party in respect of the related Indemnifiable Losses (except that nothing herein shall be construed as requiring any Indemnified Party in respect of any ADA-ES Securities Liability to file any claim for insurance). The existence of a claim by an Indemnified Party for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such indemnifiable Losses, then such Indemnified Party shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such lndemnifiable Losses.

Limitation on Indemnification Obligations. (a) Reductions a)Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnified Party") pursuant-to Section 7.01 or Section 7.02, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnified Party in respect of the related Indemnifiable Losses (except that nothing herein shall be construed as requiring any Indemnified Party in respect of any ADA-ES Securities Liability to file any claim for insurance). The existence of a claim by an Indemnified Party for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such indemnifiable Losses, then such Indemnified Party shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such lndemnifiable Losses.

Limitation on Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement, the aggregate liability of Indemnitor with respect to the Indemnification Obligations shall be the lesser of: (a) Reductions the aggregate outstanding indebtedness of the loans evidenced by the Loan Agreements and the Other Mezzanine Loans; or (b) $200,000,000 (the “Indemnification Cap”). In addition, Indemnitor shall have no liability under this Agreement to the extent Ashford has then become, or thereafter becomes, liable under the Indemnity Agreements in connection with any action that is subject to a cap of $200,000,000 as described in the Indemnity Agreements (including the Indemnification Obligations) (collectively, the “Bankruptcy Actions”) if liability for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") such Bankruptcy Action is or may be required to pay to any other Person (an "Indemnified Party") pursuant-to Section 7.01 or Section 7.02, as applicable, shall be reduced (retroactively or prospectively) caused by any Insurance Proceeds Person other than Indemnitor or any Related Party of Indemnitor. For the avoidance of doubt, if Ashford shall become liable under the Indemnity Agreements for any Bankruptcy Action that is caused by both (a) Indemnitor or any Related Party of Indemnitor, AND (b) any Person other amounts actually recovered from third parties by than Indemnitor or on behalf any Related Party of such Indemnified Party in respect of Indemnitor (without regard to which event occurs first), Indemnitor shall have no liability under this Agreement. In the related Indemnifiable Losses (except that nothing herein shall be construed as requiring event Indemnitor has made any Indemnified Party in respect of any ADA-ES Securities Liability payment(s) to file any claim for insurance). The existence of a claim by an Indemnified Party for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment Ashford pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, and it is the intention thereafter established that Indemnitor is not liable for all or any portion of such payment(s), Ashford will promptly refund such payment(s) to Indemnitor. The Indemnification Cap shall not be reduced as a result of any prepayments of the parties hereto that no insurer loans evidenced by the Loan Agreements or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Other Mezzanine Loan unless and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such indemnifiable Losses, then such Indemnified Party shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to until the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such lndemnifiable Lossesindebtedness thereunder is less than $200,000,000.