Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto (an "INDEMNIFYING PARTY") is or may be required to pay to any other party (an "INDEMNITEE") pursuant to 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, in reduction of the related Loss. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 4.01 or Section 4.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either any party hereto (an "INDEMNIFYING PARTYindemnifying party") is or may be required to pay to any other party (an "INDEMNITEEindemnitee") pursuant to Sections 10.01 and 10.02 Section 4.01 or Section 4.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemniteeindemnitee and actual cash reserves held by or for the benefit of such indemnitee, in reduction of the related Lossliability. If an Indemnitee has indemnitee shall have received the payment required by this Agreement agreement from an Indemnifying Party indemnifying party in respect of any Loss liability and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Lossliability, 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 hereunderunder this Agreement). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect theretoto it, or, solely by virtue of the indemnification provisions hereofof this Agreement, have any subrogation rights with respect theretoto it, 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 provisionsprovisions appearing in this agreement) by virtue of the indemnification provisions hereofof this Agreement.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either that any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 4.1 or Section 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has the Indemnitee shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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 provisionsprovisions hereof) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e(a) with respect to St. Paul's aggregate liability, the The amount which either that any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party person (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 3.1 or Section 3.2, as applicable, shall be reduced (including, without limitation, retroactivelyretroactively or prospectively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, Indemnitee in reduction respect of the related Indemnifiable Loss. If an Indemnitee has shall have received the payment required by this Distribution Agreement from an Indemnifying Party in respect of any an Indemnifiable Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee 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 indemnity payment made hereunder). An insurer who would otherwise be obligated payments received from such Indemnifying Party pursuant to pay any claim this Distribution Agreement in respect of such Indemnifiable Loss. (b) Any loss, liability, claim, damage, demand, cost or expense relating to or arising out of information contained in the Proxy Statement/Prospectus that does not specifically relate to either Vitalink, on the one hand, or SNFCo or GranCare, on the other hand, shall not be relieved constitute a Shared Liability for purposes of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood this Distribution Agreement and agreed that no insurer party hereto or any other third party their successor shall be entitled to a "windfall" (I.E., a benefit they would not be entitled to receive indemnification in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofrespect thereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either party hereto (an "INDEMNIFYING PARTY") Indemnifying Party is or may be required to pay to any other party (an "INDEMNITEE") Indemnified Party pursuant to Sections 10.01 and 10.02 Section 8.1 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such IndemniteeIndemnified Party, in reduction of the related Loss. If an Indemnitee Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such 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 (up to but not in excess of the amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either that any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 4.1 or Section 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has the Indemnitee shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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 provisionsprovisions hereof) by virtue of the indemnification provisions hereof.. Section 4.4

Limitations on Indemnification Obligations. In addition to The amount that either CFI or the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto Company (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other an indemnified party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 4.1 or 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). 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 thereto, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, to 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) . Any Indemnifying Party shall succeed to the rights of any Indemnitee with respect to any matter contemplated by virtue of the indemnification provisions hereofthis Section 4.3.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which that either party hereto RSI or REX (an xx "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEE") Indemnitee pursuant to Sections 10.01 and 10.02 Section 4.1 or 4.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). 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 thereto, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, to 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) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEEIndemnitee") pursuant to 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, in reduction of the related Loss. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 7.1 or Section 7.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts amount actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof. * Certain portions of this exhibit 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. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 7.1 or Section 7.2 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts amount actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to The amount that either CFI or the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto Company (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other an indemnified party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 4.1 or 4.2, or any other Section of this Agreement providing for indemnification, shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). 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 thereto, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, to 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) . Any Indemnifying Party shall succeed to the rights of any Indemnitee with respect to any matter contemplated by virtue of the indemnification provisions hereofthis Section 4.3.

Limitations on Indemnification Obligations. In addition to The amount that either CFI or the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto Company (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other an indemnified party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 4.1 or 4.2, or any other Section of this Agreement providing for indemnification, shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds Pro ceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received Insurance receive Insur ance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). 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 thereto, or, foregoing indemnification provisions; (b) solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, to 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) . Any Indemnifying Party shall succeed to the rights of any Indemnitee with respect to any matter contemplated by virtue of the indemnification provisions hereofthis Section 4.3.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the The amount which either any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 3.07.01 or 3.07.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has shall have received the payment (an "Indemnity Payment") required by this Agreement from an Indemnifying Party in respect of any Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e(a) with respect to St. Paul's aggregate liability, the The amount which either that any party hereto (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other party person (an "INDEMNITEEIndemnitee") pursuant to Sections 10.01 and 10.02 Section 3.1 or Section 3.2, as applicable, shall be reduced (including, without limitation, retroactivelyretroactively or prospectively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, Indemnitee in reduction respect of the related Indemnifiable Loss. If an Indemnitee has shall have received the payment required by this Distribution Agreement from an Indemnifying Party in respect of any an Indemnifiable Loss and has shall subsequently actually received receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee 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 indemnity payment made hereunder). An insurer who would otherwise be obligated payments received from such Indemnifying Party pursuant to pay any claim this Distribution Agreement in respect of such Indemnifiable Loss. (b) Any loss, liability, claim, damage, demand, cost or expense relating to or arising out of information contained in the Prospectus/Joint Proxy Statement that does not specifically relate to either Capstone, on the one hand, or NBHI or Bevexxx, xx the other hand, shall not be relieved constitute a Shared Liability for purposes of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood this Distribution Agreement and agreed that no insurer party hereto or any other third party its successor shall be entitled to a "windfall" (I.E., a benefit they would not be entitled to receive indemnification in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofrespect thereof.

Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto (an "INDEMNIFYING PARTY") is or may be required to pay to any other party (an "INDEMNITEE") pursuant to 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, in reduction of the related Loss. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly 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 hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, 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) by virtue of the indemnification provisions hereof.