Common use of Indemnification Not Exclusive Clause in Contracts

Indemnification Not Exclusive. (a) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person under this Article 10, or the entitlement of any Indemnified Person to indemnification or advancement of expenses and costs under this Article 10, shall not limit or restrict in any way the power of the Company to indemnify or advance expenses and costs to such Indemnified Person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members or Independent Directors or otherwise, both as to action in such Indemnified Person’s capacity as an Officer, Director or employee of the Company and as to action in any other capacity. (b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person as a Director of the Company at the request of the Indemnified Person-related entities (as defined below), the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10, irrespective of any right of recovery the Indemnified Person may have from the Indemnified Person-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnified Person-related entities and no right of advancement or recovery the Indemnified Person may have from the Indemnified Person-related entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnified Person-related entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Person-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Person-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Person-related entities shall be third-party beneficiaries with respect to this 10.5(b), entitled to enforce this 10.5(b). For purposes of this 10.5(b), the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person under this Article 10, or the entitlement of any Indemnified Person to indemnification or advancement of expenses and costs under this Article 10, shall not limit or restrict in any way the power of the Company to indemnify or advance expenses and costs to such Indemnified Person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members or Independent Directors Managers or otherwise, both as to action in such Indemnified Person’s capacity as an Officer, Director Officer or employee Manager of the Company and as to action in any other capacity. (b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person as a Director Manager of the Company at the request of the Indemnified Person-related entities (as defined below), the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10, irrespective of any right of recovery the Indemnified Person may have from the Indemnified Person-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnified Person-related entities and no right of advancement or recovery the Indemnified Person may have from the Indemnified Person-related entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnified Person-related entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Person-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Person-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Person-related entities shall be third-party beneficiaries with respect to this 10.5(b), entitled to enforce this 10.5(b). For purposes of this 10.5(b), the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person under this Article 10, or the entitlement of any Indemnified Person to indemnification or advancement of expenses and costs under this Article 10, shall not limit or restrict in any way the power of the Company to indemnify or advance expenses and costs to such Indemnified Person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members or Independent Directors Managers or otherwise, both as to action in such Indemnified Person’s capacity as an Officer, Director Officer or employee Manager of the Company and as to action in any other capacity. (b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person as a Director Manager of the Company at the request of the Indemnified Person-related entities (as defined below), the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10, irrespective of any right of recovery the Indemnified Person may have from the Indemnified Person-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnified Person-related entities and no right of advancement or recovery the Indemnified Person may have from the Indemnified Person-related entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnified Person-related entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Person-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Person-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Person-related entities shall be third-party beneficiaries with respect to this 10.5(b), entitled to enforce this 10.5(b). For purposes of this 10.5(b), the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC limited liability company agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (aA) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10VII, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10VII, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (bB) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director and/or officer of the Company at the request Corporation and as a director, officer, employee or agent of the Indemnified Personone or more indemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10VII, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personany indemnitee-related entitiesentity. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personany indemnitee-related entities entity and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personany indemnitee-related entities entity shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities entity shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personsuch indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personany indemnitee-related entities entity effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)Section 7.04(B) of Article VII, entitled to enforce this 10.5(b)Section 7.04(B) of Article VII. For purposes of this 10.5(b)Section 7.04(B) of Article VII, the following terms shall have the following meanings: (1) The term “Indemnified Personindemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company Corporation or any other corporation, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person indemnitee has agreed, on behalf of the Company Corporation or at the CompanyCorporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company Corporation may also have an indemnification or advancement obligationobligation (other than as a result of obligations under an insurance policy). (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (aA) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10‎Article VII, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10‎Article VII, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (bB) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director or officer of the Company Corporation at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10‎Article VII, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)‎Section 7.04(B) of ‎Article VII, entitled to enforce this 10.5(b)‎Section 7.04(B) of ‎Article VII. For purposes of this 10.5(b)‎Section 7.04(B) of ‎Article VII, the following terms shall have the following meanings: (1) The term “Indemnified Personindemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company Corporation or any other corporation, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person indemnitee has agreed, on behalf of the Company Corporation or at the CompanyCorporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company Corporation may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person under this Article 10, or the entitlement of any Indemnified Person to indemnification or advancement of expenses and costs under this Article 10, shall not limit or restrict in any way the power of the Company to indemnify or advance expenses and costs to such Indemnified Person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members or Independent Directors or otherwise, both as to action in such Indemnified Person’s capacity as an Officer, Director or employee of the Company and as to action in any other capacity. (b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person as a Director of the Company at the request of the Indemnified Person-related entities (as defined below), the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10, irrespective of any right of recovery the Indemnified Person may have from the Indemnified Person-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnified Person-related entities and no right of advancement or recovery the Indemnified Person may have from the Indemnified Person-related entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnified Person-related entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Person-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Person-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Person-related entities shall be third-party beneficiaries with respect to this Section 10.5(b), entitled to enforce this Section 10.5(b). . (c) For purposes of this Section 10.5(b), the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (aA) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10VII, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10VII, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (bB) Any person serving as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for purposes of this Article VII) shall be conclusively presumed to be serving in such capacity at the request of the Corporation. (C) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director and/or officer of the Company Corporation at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Second Amended and Restated Certificate of Incorporation or these Bylaws of the Corporation (or any other agreement between the Corporation and such persons, including the Investor Rights Agreement, as applicable) in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10VII, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Any obligation on the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Corporation’s obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Corporation. The Corporation irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims it may have against the indemnitee-related entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)Section 7.04(C) of Article VII, entitled to enforce this 10.5(b)Section 7.04(C) of Article VII. For purposes of this 10.5(b)Section 7.04(C) of Article VII, the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (aA) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10VII, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10VII, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (bB) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director and/or officer of the Company Corporation at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Certificate of Incorporation or these Bylaws (or any other agreement between the Corporation and such persons, including the Stockholders Agreement, as applicable) in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10VII, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Any obligation on the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Corporation’s obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Corporation. The Corporation irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims against the indemnitee-related entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(bSection 7.04(B), entitled to enforce this 10.5(bSection 7.04(B). For purposes of this 10.5(bSection 7.04(B), the following terms shall have the following meanings: (1) The term “Indemnified Personindemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company Corporation or any other corporation, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person indemnitee has agreed, on behalf of the Company Corporation or at the CompanyCorporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company Corporation may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10VII, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10VII, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or as may be provided in the Certificate of Incorporation or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (bA) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director and/or officer of the Company Corporation at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10VII, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)Section 7.04, entitled to enforce this 10.5(b). Section 7.04. (B) For purposes of this 10.5(b)Section 7.04, the following terms shall have the following meanings: (1) The term “Indemnified Personindemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company Corporation or any other corporation, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person indemnitee has agreed, on behalf of the Company Corporation or at the CompanyCorporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company Corporation may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a) 1. The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10XI, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10XI, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law (common or statutory) or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any lawlaw (common or statutory), agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action or omission in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action or omission in any other capacity. (b) 2. Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director or officer of the Company Corporation at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10XI, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(bSection XI(D)(2), entitled to enforce this 10.5(bSection XI(D)(2). For purposes of this 10.5(b)Section (D)(2) of Article XI, the following terms shall have the following meanings: (1i) The term “Indemnified Personindemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company Corporation or any other corporation, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person indemnitee has agreed, on behalf of the Company Corporation or at the CompanyCorporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company Corporation may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (aA) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10VII, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10VII, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (bB) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director or officer of the Company Corporation at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10VII, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)Section 7.04(B) of Article VII, entitled to enforce this 10.5(b)Section 7.04(B) of Article VII. For purposes of this 10.5(b)Section 7.04(B) of Article VII, the following terms shall have the following meanings: (1) The term “Indemnified Personindemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company Corporation or any other corporation, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person indemnitee has agreed, on behalf of the Company Corporation or at the CompanyCorporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company Corporation may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (aA) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10VII, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10VII, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (bB) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director and/or officer of the Company at the request Corporation and as a director, officer, employee or agent of one or more of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10VII, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the CompanyCorporation, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)Section 7.04(B) of Article VII, entitled to enforce this 10.5(b)Section 7.04(B) of Article VII. For purposes of this 10.5(b)Section 7.04(B) of Article VII, the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person under this Article 10, or the entitlement of any Indemnified Person to indemnification or advancement of expenses and costs under this Article 10, shall not limit or restrict in any way the power of the Company to indemnify or advance expenses and costs to such Indemnified Person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members or Independent Directors or otherwise, both as to action in such Indemnified Person’s capacity as an Officer, Director or employee of the Company and as to action in any other capacity. (b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person as a Director of the Company at the request of the Indemnified Person-related entities (as defined below), the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10, irrespective of any right of recovery the Indemnified Person may have from the Indemnified Person-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnified Person-related entities and no right of advancement or recovery the Indemnified Person may have from the Indemnified Person-related entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnified Person-related entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Person-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Person-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Person-related entities shall be third-party beneficiaries with respect to this 10.5(b), entitled to enforce this 10.5(b). For purposes of this 10.5(b), the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a1) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10Fourteen, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10Fourteen, shall not limit or restrict in any way the power of the Company to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company and as to action in any other capacity. (b2) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director of the Company at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10Fourteen, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the Company, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)section (d)(2) of Article Fourteen, entitled to enforce this 10.5(bsection (d). For purposes of this 10.5(b), the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.

Indemnification Not Exclusive. (a) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Covered Person under this Article 10VI, or the entitlement of any Indemnified Covered Person to indemnification or advancement of expenses and costs under this Article 10VI, shall not limit or restrict in any way the power of the Company Corporation to indemnify or advance expenses and costs to such Indemnified Covered Person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Covered Person seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Covered Person’s capacity as an Officerofficer, Director director, employee or employee agent of the Company Corporation and as to action in any other capacity. (b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Covered Person as a Director director of the Company Corporation at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company Corporation shall be fully and primarily responsible for the payment to the Indemnified Covered Person in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10VI, irrespective of any right of recovery the Indemnified Covered Person may have from the Indemnified Personindemnitee-related entities. Under no circumstance shall the Company Corporation be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Covered Person may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Covered Person or the obligations of the Company Corporation hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Covered Person in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Covered Person against the CompanyCorporation, and the Indemnified Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(b)Section 6.6(b) of Article VI, entitled to enforce this 10.5(b)Section 6.6(b) of Article VI. For purposes of this 10.5(b)Section 6.6(b) of Article VI, the following terms shall have the following meanings: (1) The term “Indemnified Personindemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company Corporation or any other corporation, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Covered Person has agreed, on behalf of the Company Corporation or at the CompanyCorporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified a Covered Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company Corporation may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Covered Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Personindemnitee-related entities and the Company Corporation pursuant to applicable Delaware law, any agreement or certificate of incorporation, bylawsby-laws, partnership agreement, LLC operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company Corporation or the Indemnified Personindemnitee-related entities, as applicable.

Indemnification Not Exclusive. (ai) The provision of indemnification to or the advancement of expenses and costs to any Indemnified Person indemnitee under this Article 10Section ‎27, or the entitlement of any Indemnified Person indemnitee to indemnification or advancement of expenses and costs under this Article 10Section ‎27, shall not limit or restrict in any way the power of the Company to indemnify or advance expenses and costs to such Indemnified Person indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnified Person indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of Members stockholders or Independent Directors disinterested directors or otherwise, both as to action in such Indemnified Personindemnitee’s capacity as an Officerofficer, Director director, employee or employee agent of the Company and as to action in any other capacity. (bii) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnified Person indemnitee as a Director director and/or officer of the Company at the request of the Indemnified Personindemnitee-related entities (as defined below), the Company shall be fully and primarily responsible for the payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Certificate of Incorporation or these Bylaws of the Company (or any other agreement between the Company and such persons, as applicable) in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 10Section ‎27, irrespective of any right of recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities. Any obligation on the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Company’s obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Company. The Company irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims it may have against the indemnitee-related entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnified Personindemnitee-related entities and no right of advancement or recovery the Indemnified Person indemnitee may have from the Indemnified Personindemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Person indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnified Personindemnitee-related entities shall make any payment to the Indemnified Person indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnified Personindemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person indemnitee against the Company, and the Indemnified Person indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnified Personindemnitee-related entities effectively to bring suit to enforce such rights. Each of the Indemnified Personindemnitee-related entities shall be third-party beneficiaries with respect to this 10.5(bSection ‎27(d)(ii), entitled to enforce this 10.5(bSection ‎27(d)(ii). For purposes of this 10.5(bSection ‎27(d)(ii), the following terms shall have the following meanings: (1) The term “Indemnified Person-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnified Person has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnified Person may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnified Person shall be entitled to indemnification or advancement of expenses from both the Indemnified Person-related entities and the Company pursuant to applicable law, any agreement or certificate of incorporation, bylaws, partnership agreement, LLC agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnified Person-related entities, as applicable.