Common use of Indemnification Priority Clause in Contracts

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 with respect to any claim for which such Indemnified Person has sought indemnification from the Partnership or TMHC shall affect the foregoing and the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Partnership and TMHC, and the Partnership and TMHC shall cooperate with the Affiliate Indemnitors in pursuing such rights.

Indemnification Priority. The Partnership Company hereby acknowledges that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 13.1 4 may also be provided to certain Indemnified Persons Indemnitees by one or more Xxxx Capital Fund X, L.P. and certain of their respective Affiliates its affiliates and Affiliated Funds (other than TMHC, the General Partner or any direct or indirect Subsidiaries of the PartnershipCompany) or their insurers (collectively, the “Affiliate Indemnitors”)) and by insurers providing insurance coverage to the Affiliated Indemnitors. The Partnership and TMHC Company hereby agree agrees that, as between the Partnership and TMHC on the one hand, itself and the Affiliate Indemnitors on the other and their insurers (i) the Partnership and TMHC are jointly and severally Company is the full indemnitors indemnitor of first resort and the Affiliate Indemnitors are the full indemnitors of second resort with respect to all such indemnifiable claims against such Indemnified PersonsIndemnitees, whether arising under this Agreement or otherwise (i.e., the its obligations of the Partnership and TMHC to such Indemnified Persons Indemnitees 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 Indemnitees are secondary), (ii) the Partnership and TMHC Company shall be jointly and severally required to advance the full amount of expenses incurred by such Indemnified Persons Indemnitees 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 Company and such Indemnified PersonsIndemnitee), without regard to any rights such Indemnified Persons Indemnitee may have against the Affiliate Indemnitors, Indemnitors or any of their insurers and (iii) the Partnership Company irrevocably waives, relinquishes and TMHC irrevocably waive, relinquish and release releases 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 Company agrees 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 Indemnitee and for which such Indemnified Person Indemnitee may be entitled to indemnification from the Partnership or TMHC Company in connection with serving as a director or officer (or equivalent titles) of TMHC, the Partnership or their respective SubsidiariesCompany. The Partnership and TMHC Company further agree agrees that no advancement or payment by the Affiliate Indemnitors on behalf of any such Indemnified Person Indemnitee with respect to any claim for which such Indemnified Person Indemnitee has sought indemnification from the Partnership or TMHC Company shall affect the foregoing and the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person Indemnitee against the Partnership and TMHCCompany, and the Partnership and TMHC Company shall cooperate with the Affiliate Indemnitors Indemnitee in pursuing such rights.

Indemnification Priority. The Partnership Company hereby acknowledges that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 13.1 16.1 may also be provided to certain Indemnified Persons by one or more each Waterton Affiliates and certain of their respective each of its Affiliates (other than TMHC, the General Partner or any direct or indirect Subsidiaries subsidiaries of the PartnershipCompany) or their insurers (collectively, the “Affiliate Indemnitors”). The Partnership and TMHC Company hereby agree agrees that, as between the Partnership and TMHC on the one hand, itself and the Affiliate Indemnitors on the other (i) the Partnership and TMHC are jointly and severally Company is the full indemnitors indemnitor 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 its 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 Company will be jointly and severally required to advance the full amount of expenses incurred by such Indemnified Persons and shall will 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 Company and such Indemnified Persons), without regard to any rights such Indemnified Persons may have against the Affiliate Indemnitors, and (iii) the Partnership Company irrevocably waives, relinquishes and TMHC irrevocably waive, relinquish and release releases 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 Company agrees 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 Company in connection with serving as a director or officer (or equivalent titles) of TMHC, the Partnership Company or their respective its Subsidiaries. The Partnership and TMHC Company further agree agrees that no advancement or payment by the Affiliate Indemnitors on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Partnership or TMHC shall Company will affect the foregoing and the Affiliate Indemnitors shall will be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Partnership and TMHCCompany, and the Partnership and TMHC shall Company will cooperate with the Affiliate Indemnitors in pursuing such rights.