Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. (i) The amount that any party (an “Indemnifying Party”) is or may be required to pay to any other person (an “Indemnitee”) pursuant to paragraphs (a), (b) or (c) of this Section 16, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, 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 the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss.

Appears in 4 contracts

Samples: Benefits and Compensation Matters Agreement (ITT Corp), Benefits and Compensation Matters Agreement (Exelis Inc.), Benefits and Compensation Matters Agreement (Xylem Inc.)

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Limitations on Indemnification Obligations. (i) The amount that which any party (an "Indemnifying Party") is or may be required to pay to any other person party (an "Indemnitee") pursuant to paragraphs (a), (b) Section 5.1 or (c) of this Section 16, as applicable, 5.2 shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered by or on behalf of such Indemnitee Indemnitee, in respect reduction of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable a Loss and shall subsequently actually receive Insurance Proceeds insurance proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds 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 Indemnifiable Loss.

Appears in 4 contracts

Samples: Tax Sharing Agreement (Equity Residential Properties Trust), Contribution and Distribution Agreement (Wellsford Real Properties Inc), Tax Sharing Agreement (Equity Residential Properties Trust)

Limitations on Indemnification Obligations. (i) The amount that any party (an "Indemnifying Party") is or may be required to pay to any other person (an "Indemnitee") pursuant to paragraphs (a)Section 3.01, (b) Section 3.02 or (c) of this Section 163.03, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, 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 the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss.

Appears in 2 contracts

Samples: Distribution Agreement (Itt Corp /Nv/), Distribution Agreement (Itt Industries Inc)

Limitations on Indemnification Obligations. (i) The amount that any party (an "Indemnifying Party") is or may be required to pay to any other person Person (an "Indemnitee") pursuant to paragraphs (a), (b) Section 9.01 or (c) of this Section 169.02, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, 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 the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss.

Appears in 2 contracts

Samples: Master Intercompany Agreement (Hartford Life Inc), Master Intercompany Agreement (Hartford Life Inc)

Limitations on Indemnification Obligations. (ia) Insurance Proceeds. The amount that which any party (an "Indemnifying Party") is or may be required to pay to any other person party (an "Indemnitee") pursuant to paragraphs (a), (b) Section 5.01 or (c) of this Section 16, as applicable, 5.02 shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee Indemnitee, in respect reduction of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, 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 the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss.

Appears in 2 contracts

Samples: Distribution Agreement (New Morton International Inc), Distribution Agreement (Autoliv Inc)

Limitations on Indemnification Obligations. (i) The amount that which any party (an "Indemnifying Party") is or may be required to pay to any other person party (an "Indemnitee") pursuant to paragraphs (a), (b) or (c) of this Section 16, as applicable, 5.1 shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered by or on behalf of such Indemnitee Indemnitee, in respect reduction of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable a Loss and shall subsequently actually receive Insurance Proceeds insurance proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds insurance proceeds, net of the costs (including any fees) of recovery of 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 Indemnifiable Loss.

Appears in 1 contract

Samples: Redemption and Distribution Agreement (Grove Property Trust)

Limitations on Indemnification Obligations. (i) The amount that any party (an "Indemnifying Party") is or may be required to pay to any other person Person (an "Indemnitee") pursuant to paragraphs (a), (b) Section 5.01 or (c) of this Section 165.02, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, 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 the aggregate amount of any payments received from made by such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss. SECTION 5.04.

Appears in 1 contract

Samples: License Agreement (Itt Destinations Inc /Nv)

Limitations on Indemnification Obligations. (ia) The amount that any party (an "Indemnifying Party") is or may be required to pay to any other person party (an “Indemnitee”"Indemnified Party") pursuant to paragraphs (a), (b) Section 4.01 or (c) of this Section 16, as applicable, 4.02 shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee Indemnified Party, in respect reduction of the related Indemnifiable Loss. If an Indemnitee Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable any Loss and the Indemnified Party shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee Indemnified Party shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, received (up to but not in excess of the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Lossindemnity payment made hereunder).

Appears in 1 contract

Samples: Distribution and Indemnity Agreement (Newco Uws Inc)

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Limitations on Indemnification Obligations. (i) The amount that any party (an "Indemnifying Party") is or may be required to pay to any other person party (an “Indemnitee”"Indemnified Party") pursuant to paragraphs (a), (b) Section 4.01 or (c) of this Section 16, as applicable, 4.02 shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee Indemnified Party, in respect reduction of the related Indemnifiable Loss. If an Indemnitee Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable any Loss and the Indemnified Party shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee Indemnified Party shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, received (up to but not in excess of the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Lossindemnity payment made hereunder).

Appears in 1 contract

Samples: Distribution and Indemnity Agreement (Newco Uws Inc)

Limitations on Indemnification Obligations. (i) The amount that any party (which an Indemnifying Party”) Party is or may be required to pay to any other person (an “Indemnitee”) Indemnified Party pursuant to paragraphs (a), (b) or (c) of this Section 16, as applicable, 7.1 shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee Indemnified Party, in respect reduction of the related Indemnifiable Loss. If an Indemnitee shall have Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable any Loss and shall has subsequently actually receive received Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee Indemnified Party shall promptly pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, received (up to but not in excess of the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss.indemnity payment made

Appears in 1 contract

Samples: Master Separation Agreement (NUCRYST Pharmaceuticals Corp.)

Limitations on Indemnification Obligations. (i) The amount that which any party (an "Indemnifying Party") is or may be required to pay to any other person party (an "Indemnitee") pursuant to paragraphs (a), (b) Section 5.1 or (c) of this Section 16, as applicable, shall 5.2 will be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered by or on behalf of such Indemnitee Indemnitee, in respect reduction of the related Indemnifiable Loss. If an Indemnitee shall will have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall will subsequently actually receive Insurance Proceeds insurance proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall will pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds 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 Indemnifiable Loss.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Volu Sol Inc)

Limitations on Indemnification Obligations. (ia) The amount that any party (an "Indemnifying Party") is or may be required to pay to any other person (an "Indemnitee") pursuant to paragraphs (a), (b) Section 3.1 or (c) of this Section 163.2, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Distribution Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, 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 the aggregate amount of any payments received from such Indemnifying Party pursuant to this Distribution Agreement in respect of such Indemnifiable Loss.

Appears in 1 contract

Samples: Agreement and Plan of Distribution (Beverly Enterprises Inc /De/)

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