Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. The amount which any party (an "indemnifying party") is or may be required to pay to any other party (an "indemnitee") pursuant to Section 4.01 or Section 4.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemnitee, in reduction of the related liability. If an indemnitee shall have received the payment required by this agreement from an indemnifying party in respect of any liability and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liability, then such indemnitee shall pay to such indemnifying party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreement). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to it, or, solely by virtue of the indemnification provisions of this Agreement, have any subrogation rights with respect to it, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreement) by virtue of the indemnification provisions of this Agreement.

Limitations on Indemnification Obligations. The amount which any party (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemniteeIndemnitee") pursuant to Section 4.01 or Section 4.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. The amount which that any party (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemniteeIndemnitee") pursuant to Section 4.01 4.1 or Section 4.02 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and the Indemnitee shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e.I.E., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementhereof) by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. (a) The amount which any party (an "indemnifying partyINDEMNIFYING PARTY") is or may be required to pay to any other party Person (an "indemniteeINDEMNITEE") pursuant to Section the indemnification provisions contained in SECTION 3.05, SECTION 4.01 or Section SECTION 4.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by SECTION 3.05, 4.01 or 4.02 of this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (subject to the enforcement of the following sentence and up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e.I.E., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. The amount which any party that either CFI or the Company (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other an indemnified party (an "indemniteeIndemnitee") pursuant to Section 4.01 4.1 or Section 4.02 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An No insurer who or other third party shall: (a) be relieved of the responsibility to pay any claims which it would otherwise be obligated to pay any claim shall not be relieved in the absence of the responsibility with respect to it, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to it, any claims which it being expressly understood and agreed that no insurer would otherwise be obligated to pay; or any other third party shall (c) be entitled to a "windfall" (i.e., a benefit they it would not be entitled to receive in the absence of the foregoing indemnification provisions appearing in provisions. Any Indemnifying Party shall succeed to the rights of any Indemnitee with respect to any matter contemplated by this agreement) by virtue of the indemnification provisions of this AgreementSection 4.3.

Limitations on Indemnification Obligations. The amount which that any party (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemniteeIndemnitee") pursuant to Section 4.01 4.1 or Section 4.02 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and the Indemnitee shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementhereof) by virtue of the indemnification provisions of this Agreement.hereof. Section 4.4

Limitations on Indemnification Obligations. (a) The amount which any party Marcam Solutions or MAPICS (each, an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party MAPICS Indemnitees or Marcam Solutions Indemnitees, respectively (each, an "indemniteeIndemnitee") ), pursuant to Section 4.01 5.01 or Section 4.02 5.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts proceeds of Policies actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss that is the subject of indemnification under Section 5.01 or 5.02. If an indemnitee Indemnitee shall have received the payment (an "Indemnity Payment") required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds proceeds of Policies or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay pay, to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment Indemnity Payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, or solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a any benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreement) Article V by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. (a) The amount which any party (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party Person (an "indemniteeIndemnitee") pursuant to the indemnification provisions contained in Section 3.05, Section 4.01 or Section 4.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by Section 3.05, 4.01 or 4.02 of this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (subject to the enforcement of the following sentence and up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. The In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which any either party hereto (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemniteeIndemnitee") pursuant to Section 4.01 or Section 4.02 Sections 10.01 and 10.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee shall have Indemnitee has received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall has subsequently actually receive received Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall promptly pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. The amount which any party that either CFI or the Company (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other an indemnified party (an "indemniteeIndemnitee") pursuant to Section 4.01 4.1 or 4.2, or any other Section 4.02 of this Agreement providing for indemnification, shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An No insurer who or other third party shall: (a) be relieved of the responsibility to pay any claims which it would otherwise be obligated to pay any claim shall not be relieved in the absence of the responsibility with respect to it, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to it, any claims which it being expressly understood and agreed that no insurer would otherwise be obligated to pay; or any other third party shall (c) be entitled to a "windfall" (i.e., a benefit they it would not be entitled to receive in the absence of the foregoing indemnification provisions appearing in provisions. Any Indemnifying Party shall succeed to the rights of any Indemnitee with respect to any matter contemplated by this agreement) by virtue of the indemnification provisions of this AgreementSection 4.3.

Limitations on Indemnification Obligations. The amount which any party (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemniteeIndemnitee") pursuant to Section 4.01 7.1 or Section 4.02 7.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts amount actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions hereof. * Certain portions of this Agreementexhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission.

Limitations on Indemnification Obligations. The amount which any party that either RSI or REX (an xx "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemnitee") Indemnitee pursuant to Section 4.01 4.1 or Section 4.02 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An No insurer who or other third party shall: (a) be relieved of the responsibility to pay any claims which it would otherwise be obligated to pay any claim shall not be relieved in the absence of the responsibility with respect to it, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to it, any claims which it being expressly understood and agreed that no insurer would otherwise be obligated to pay or any other third party shall (c) be entitled to a "windfall" (i.e., a benefit they it would not be entitled to receive in the absence of the foregoing indemnification provisions appearing in this agreement) by virtue of the indemnification provisions of this Agreementprovisions.

Limitations on Indemnification Obligations. The amount which any party that either CFI or the Company (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other an indemnified party (an "indemniteeIndemnitee") pursuant to Section 4.01 4.1 or 4.2, or any other Section 4.02 of this Agreement providing for indemnification, shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds Pro ceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Insur ance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An No insurer who or other third party shall: (a) be relieved of the responsibility to pay any claims which it would otherwise be obligated to pay any claim shall not be relieved in the absence of the responsibility with respect to it, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to it, any claims which it being expressly understood and agreed that no insurer would otherwise be obligated to pay; or any other third party shall (c) be entitled to a "windfall" (i.e., a benefit they it would not be entitled to receive in the absence of the foregoing indemnification provisions appearing in provisions. Any Indemnifying Party shall succeed to the rights of any Indemnitee with respect to any matter contemplated by this agreement) by virtue of the indemnification provisions of this AgreementSection 4.3.

Limitations on Indemnification Obligations. The amount which any party (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemniteeIndemnitee") pursuant to Section 4.01 7.1 or Section 4.02 7.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts amount actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. The In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which any either party hereto (an "indemnifying partyINDEMNIFYING PARTY") is or may be required to pay to any other party (an "indemniteeINDEMNITEE") pursuant to Section 4.01 or Section 4.02 Sections 10.01 and 10.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee shall have Indemnitee has received the payment required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall has subsequently actually receive received Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall promptly pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions of this Agreementhereof.

Limitations on Indemnification Obligations. The amount which any party (an "indemnifying partyIndemnifying Party") is or may be required to pay to any other party (an "indemniteeIndemnitee") pursuant to Section 4.01 3.07.01 or Section 4.02 3.07.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemniteeIndemnitee, in reduction of the related liabilityLoss. If an indemnitee Indemnitee shall have received the payment (an "Indemnity Payment") required by this agreement Agreement from an indemnifying party Indemnifying Party in respect of any liability Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liabilityLoss, then such indemnitee Indemnitee shall pay to such indemnifying party Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreementhereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to itthereto, or, solely by virtue of the indemnification provisions of this Agreementhereof, have any subrogation rights with respect to itthereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreementprovisions) by virtue of the indemnification provisions of this Agreementhereof.