Indemnification Priority Sample Clauses

Indemnification Priority. The Company hereby acknowledges and agrees that any of the Persons entitled to indemnification pursuant to Section 3.9.1 (each, a “Company Indemnitee” and collectively, the “Company Indemnitees”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources. The Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort (i.e., its obligations to a Company Indemnitee are primary and any obligation of such other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Company Indemnitee are secondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a Company Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement without regard to any rights a Company Indemnitee may have against such other sources. The Company further agrees that no advancement or payment by such other sources on behalf of a Company Indemnitee with respect to any claim for which such Company Indemnitee has sought indemnification, advancement of expenses or insurance from the Company shall affect the foregoing, and that such other sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Company Indemnitee against the Company.
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Indemnification Priority. The Company hereby acknowledges that the Jacobs Related Persons may have certain rights to indemnification, advancement of expenses or insurance provided by one or more Xxxxxx Related Persons (collectively, the “Xxxxxx Indemnitors”). The Company hereby (a) agrees that the Company and any Subsidiary of the Company that provides an indemnity shall be the indemnitor of first resort (i.e., its or their obligations to a Jacobs Related Person shall be primary and any obligation of any Xxxxxx Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a Jacobs Related Person shall be secondary), (b) agrees that it shall be required to advance the full amount of expenses incurred by a Xxxxxx Related Person and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or any other agreement between the Company and a Xxxxxx Related Person, without regard to any rights a Xxxxxx Related Person may have against any Xxxxxx Indemnitor or their insurers, and (c) irrevocably waives, relinquishes and releases the Xxxxxx Indemnitors from any and all claims against the Xxxxxx Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Xxxxxx Indemnitors on behalf of a Xxxxxx Related Person with respect to any claim for which such Xxxxxx Related Person has sought indemnification from the Company, as the case may be, shall affect the foregoing and the Xxxxxx Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Xxxxxx Related Person against the Company.
Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Director or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees, may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or TPG, as the case may be, or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicable, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee and shall be liable for the full amount of all losses, liabilities, damages, deficiencies, fines and assessments, claims, judgments, awards, settlements, demands, offsets, costs or expenses (including without limitation, interest, penalties, court costs, arbitration costs and fees, costs of investigation, witness fees, fees and expenses of outside attorneys, investigators, expert witnesses, accountants and other professionals, and any federal, state, local or foreign tax imposed as a result of actual or deemed receipt of any payments by the Indemnitee pursuant to this Agreement) of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Fund Indemnitors or their insurers, and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contri...
Indemnification Priority. The Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment of all Indemnified Liabilities to each Indemnitee, howsoever such right to indemnification or advancement from the Company arises, without regard to (i) any right of recovery the Indemnitee may have from a third party or (ii) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The Company hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement of the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.
Indemnification Priority. The Partnership hereby acknowledges that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 13.1 may also be provided to certain Indemnified Persons by one or more of their respective Affiliates (other than TMHC, the General Partner or any direct or indirect Subsidiaries of the Partnership) or their insurers (collectively, the “Affiliate Indemnitors”). The Partnership and TMHC hereby agree that, as between the Partnership and TMHC on the one hand, and the Affiliate Indemnitors on the other (i) the Partnership and TMHC are jointly and severally the full indemnitors of first resort and the Affiliate Indemnitors are the full indemnitors of second resort with respect to all such indemnifiable claims against such Indemnified Persons, whether arising under this Agreement or otherwise (i.e., the obligations of the Partnership and TMHC to such Indemnified Persons are primary and any obligation of the Affiliate Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Persons are secondary), (ii) the Partnership and TMHC shall be jointly and severally required to advance the full amount of expenses incurred by such Indemnified Persons and shall be jointly and severally liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between the Partnership or TMHC and such Indemnified Persons), without regard to any rights such Indemnified Persons may have against the Affiliate Indemnitors, and (iii) the Partnership and TMHC irrevocably waive, relinquish and release the Affiliate Indemnitors from any and all claims against the Affiliate Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Partnership and TMHC agree to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any such Indemnified Person and for which such Indemnified Person may be entitled to indemnification from the Partnership or TMHC in connection with serving as a director or officer (or equivalent titles) of TMHC, the Partnership or their respective Subsidiaries. The Partnership and TMHC further agree that no advancement or payment by the Affiliate Indemnitors on behalf of any such Indemnified Person wit...
Indemnification Priority. 37 6.7 Insurance............................................................................................................... 38 6.8 Savings Clause...................................................................................................... 38 6.9 Acquisition Agreement......................................................................................... 38 6.10 Third Party Beneficiaries...................................................................................... 39
Indemnification Priority. If a Buyer Indemnified Person has indemnification claims for Losses under this Article X arising from a breach of a representation or warranty that is insured under the R&W Policy, then such Buyer Indemnified Person shall seek recovery with respect to such claims as follows: (a) first, until the retention is met under the R&W Policy, such Buyer Indemnified Person shall pursue recovery from the Indemnification Escrow Account (to the extent such Losses exceed the Deductible); (b) second, after the applicable retention under the R&W Policy has been satisfied, such Buyer Indemnified Person shall pursue recovery by making and pursuing such claim under the R&W Policy; and (c) third, 74163855_1 if (i) the claim is for a breach of a Company Fundamental Representation and (ii) such Buyer Indemnified Person has made a valid and timely claim under the R&W Policy and the insurer providing coverage under the R&W Policy has indicated to such Buyer Indemnified Person in writing (after reasonable pursuit by such Buyer Indemnified Person of such claim under the R&W Policy) that the claim will not be paid or payment under the R&W Policy has been exhausted, then such Buyer Indemnified Person shall be entitled to pursue recovery of any remaining Losses directly from the Company Securityholders, subject to the provisions and limitations set forth in this Agreement.
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Indemnification Priority. (i) Any claim for indemnification made pursuant to Section 9.02(a)(i), Section 9.02(a)(ii) or Section 9.02(b) shall be made in the following order of priority: (A) first, to the extent that any Indemnification Escrow Stock remains in the Escrow Account, from the Indemnification Escrow Stock, (B) second, to the extent that any Indemnification Escrow Stock has been sold for cash, from such cash in an amount not to exceed, together with all amounts recovered pursuant to Section 9.04(c)(i)(A), $3,000,000 (other than claims with respect to breaches of the representations and warranties set forth in Section 3.15 (Intellectual Property), which shall be subject to Section 9.02(c)(ii) below), and (C) third, directly from the Principal Shareholders. (ii) Any claim for indemnification made with respect to breaches of the representations set forth in Section 3.15 (Intellectual Property) pursuant to Section 9.02(a)(i) shall be satisfied from the IP Indemnification Escrow Funds in an amount not to exceed $4,000,000. (iii) Any claim for indemnification made pursuant to Section 9.02(a)(iii) or Section 9.02(a)(iv) shall be made in the following order of priority: (A) first, to the extent that any Indemnification Escrow Stock remains in the Escrow Account, from the Indemnification Escrow Stock, (B) second, to the extent that any Indemnification Escrow Stock has been sold for cash, from such cash in an amount not to exceed, together with all amounts recovered pursuant to Section 9.04(c)(iii)(A), $3,000,000, and (C) third, directly from the Principal Shareholders. (iv) Any claim for indemnification made pursuant to Section 7.04(a) in respect of Sales Taxes shall be made in the following order of priority: (A) first, from the Sales Tax Indemnification Escrow Funds until such funds have been exhausted, (B) second, to the extent that any Indemnification Escrow Stock remains in the Escrow Account, from the Indemnification Escrow Stock, (C) third, to the extent that any Indemnification Escrow Stock has been sold for cash, from such cash in an amount not to exceed, together with all amounts recovered pursuant to Section 9.04(c)(iv)(A), $3,000,000, and (D) fourth, directly from the Principal Shareholders.
Indemnification Priority. Each of Parent, Intermediate and the Company hereby acknowledges and agrees that the Group Companies and their subsidiaries are the indemnitors of first resort and that the obligations of the Group Companies to the Indemnitees under this Agreement are primary and that any obligations of the Managers to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by the Indemnitees, whether pursuant to any agreement, any Organizational Document of the Group Companies or any Manager or otherwise, are secondary. If any Manager pays or causes to be paid to or on behalf of an Indemnitee, and for any reason, any amounts otherwise indemnifiable hereunder (whether pursuant to any other contract or any Organizational Document), then (i) such Manager shall be fully subrogated to, or otherwise succeed to, all rights of such Indemnitee hereunder with respect to such payment and (ii) the Group Companies shall jointly and severally reimburse, indemnify and hold harmless such Manager for all such payments actually made by such Manager on behalf of, or for the benefit of, such Indemnitee.
Indemnification Priority. The Company hereby acknowledges and agrees that any of the Persons entitled to indemnification pursuant to Section 3.9(a) may have certain rights to indemnification, advancement of expenses or insurance provided by other sources. The Company hereby acknowledges and agrees that (i) it is the indemnitor of first resort (i.e., its obligations to any such indemnified party are primary and any obligation of such other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such indemnified party are secondary) and (ii) it shall be required to advance the full amount of expenses incurred by any such indemnified party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement without regard to any rights such indemnified party may have against such other sources. The Company further agrees that no advancement or payment by such other sources on behalf of any such indemnified party with respect to any claim for which such indemnified party has sought indemnification, advancement of expenses or insurance from the Company shall affect the foregoing, and that such other sources shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnified against the Company.
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