Common use of Indemnitor of First Resort Clause in Contracts

Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders or their Affiliates or the Sponsor or their Affiliates, as applicable (in each case, other than the Company and collectively, the “Other Indemnitors”). In all events, (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation of the Other Indemnitors (including any Affiliate thereof other than the Company) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and (ii) if any Other Indemnitor (or any Affiliate thereof, other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless such Other Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Indemnitor (or such other Affiliate, as the case may be).

Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders or their Affiliates or the Sponsor or their Affiliates, as applicable (in each case, other than the Company and collectively, the “Other Indemnitors”). In all events, (i) the Company Corporation hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are is primary and any obligation of the Other Indemnitors any Principal Stockholder (including any Affiliate thereof other than the CompanyCorporation) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors any Principal Stockholder to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary secondary) and (ii) if any Other Indemnitor Principal Stockholder (or any Affiliate thereof, other than the CompanyCorporation) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Indemnitor Principal Stockholder (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and payment, (y) the Company 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 such Principal Stockholder (or such Affiliate) effectively to bring suit to enforce such rights and (z) the Corporation shall fully indemnify, reimburse and hold harmless such Other Indemnitor Principal Stockholder (or such other Affiliate, as the case may be) for all such payments actually made by such Other Indemnitor Principal Stockholder (or such other Affiliate). Each of the Principal Stockholders (and any Affiliate thereof) shall be third-party beneficiaries with respect to this Section 11.6, as the case may be)entitled to enforce this Section 11.6.

Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or or indemnification by the Selling Stockholders or their Affiliates or the Sponsor or their Affiliates, as applicable (in each case, other than from the Company and (collectively, the “Other Indemnitors”). In all events, (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation of the Other Indemnitors (including any Affiliate thereof other than the Company) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and (ii) if any Other Indemnitor (or any Affiliate thereof, other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws bylaws or charter) with such Covered Person, then (x) such Other Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless such Other Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Indemnitor (or such other Affiliate, as the case may be).

Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders or their Affiliates or the Sponsor or their Affiliates, as applicable (in each case, other than the Company and collectively, the “Other Indemnitors”). In all events, (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person the Indemnitee to provide advancement and/or indemnification to such Covered Person are primary the Indemnitee is primary) and any obligation of any stockholder of the Other Indemnitors Company (including any Affiliate thereof affiliate thereof, other than the Company) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of any stockholder (or any affiliate thereof, other than the Other Indemnitors Company) to provide insurance coverage, for the same expenses, liabilitiesliabilities and losses (including reasonable and documented attorneys’ fees, judgments, penaltiesfines, fines taxes or penalties and amounts paid in settlement (including all interest, assessments and other charges paid by or payable in connection with or in respect on behalf of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlementthe Indemnitee) incurred by such Covered Person the Indemnitee are secondary and (ii) if any Other Indemnitor stockholder (or any Affiliate affiliate thereof, other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Personthe Indemnitee, then (x) such Other Indemnitor stockholder (or such Affiliateaffiliate, as the case may be) ), shall be fully subrogated to all rights of such Covered Person the Indemnitee with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless such Other Indemnitor stockholder (or such other Affiliateaffiliate, as the case may be) for all such payments actually made by such Other Indemnitor stockholder (or such other Affiliateaffiliate, as the case may be).

Indemnitor of First Resort. The Company Corporation hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by certain Affiliates of the Selling Stockholders or their Affiliates or the Sponsor or their Affiliates, as applicable Apollo Group (in each case, other than the Company and collectively, the “Other Fund Indemnitors”). In all events, (i) the Company Corporation hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are is primary and any obligation of the Other Fund Indemnitors (including any Affiliate thereof other than the CompanyCorporation) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Fund Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are is secondary and (ii) if any Other Fund Indemnitor (or any Affiliate thereof, other than the CompanyCorporation) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Fund Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company Corporation shall fully indemnify, reimburse and hold harmless such Other Fund Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Fund Indemnitor (or such other Affiliate, as the case may be).

Indemnitor of First Resort. The Company Issuer hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders or their certain Affiliates or the Sponsor or their Affiliates, as applicable of L Xxxxxxxxx (in each case, other than the Company and collectively, the “Other Fund Indemnitors”). In all events, (i) the Company Issuer hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation of the Other Fund Indemnitors (including any Affiliate thereof other than the CompanyIssuer) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or chartercharter or similar organizational documents), or any obligation of any insurer of the Other Fund Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and (ii) if any Other Fund Indemnitor (or any Affiliate thereof, other than the CompanyIssuer) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Fund Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company Issuer shall fully indemnify, reimburse and hold harmless such Other Fund Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Fund Indemnitor (or such other Affiliate, as the case may be).

Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders Ares or their its Affiliates or the Sponsor or their Affiliates, as applicable (in each case, other than the Company and collectively, the “Other Indemnitors”). In all events, (ia) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation of the Other Indemnitors (including any Affiliate thereof other than the Company) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors to provide insurance coverage, for any of the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) Losses incurred by such Covered Person are secondary and (iib) if any Other Indemnitor (or any Affiliate thereof, other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company shall fully indemnify, hold harmless, reimburse and hold harmless pay such Other Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Indemnitor (or such other Affiliate, as the case may be).

Indemnitor of First Resort. The Company Corporation hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders or their certain Affiliates or the Sponsor or their Affiliates, as applicable of TowerBrook Capital Partners L.P. (in each case, other than the Company and collectively, the “Other Fund Indemnitors”). In all events, (i) the Company Corporation hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation of the Other Fund Indemnitors (including any Affiliate thereof other than the CompanyCorporation) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Fund Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and (ii) if any Other Fund Indemnitor (or any Affiliate thereof, other than the CompanyCorporation) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Fund Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company Corporation shall fully indemnify, reimburse and hold harmless such Other Fund Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Fund Indemnitor (or such other Affiliate, as the case may be).

Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders or their Affiliates or the Sponsor or their Affiliates, as applicable (in each case, other than the Company and collectively, the “Other Indemnitors”). In all events, (i) the Company Corporation hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are is primary and any obligation of the Other Indemnitors any stockholder (including any Affiliate thereof other than the CompanyCorporation) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors any stockholder to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary secondary) and (ii) if any Other Indemnitor stockholder (or any Affiliate thereof, other than the CompanyCorporation) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws bylaws or charter) with such Covered Person, then (x) such Other Indemnitor stockholder (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and payment, (y) the Company 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 such stockholder (or such Affiliate, as the case may be) effectively to bring suit to enforce such rights and (z) the Corporation shall fully indemnify, reimburse and hold harmless such Other Indemnitor stockholder (or such other Affiliate, as the case may be) for all such payments actually made by such Other Indemnitor stockholder (or such other Affiliate, as the case may be). Each of the stockholders (and any Affiliate thereof) shall be a third-party beneficiary with respect to this Section 11.6, entitled to enforce this Section 11.6.

Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by the Selling Stockholders or their Affiliates or the Sponsor Sponsors or their Affiliates, as applicable (in each case, other than the Company and collectively, the “Other Indemnitors”). In all events, (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation of the Other Indemnitors (including any Affiliate thereof other than the Company) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and (ii) if any Other Indemnitor (or any Affiliate thereof, other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless such Other Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Indemnitor (or such other Affiliate, as the case may be).

Indemnitor of First Resort. The Company hereby acknowledges As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the Covered Persons may (collectively, the “Member Indemnitees”) have certain rights to indemnification, advancement and/or indemnification of expenses or insurance provided by the Selling Stockholders Member or their certain of its Affiliates or the Sponsor or their Affiliates, as applicable (in each case, other than the Company and collectively, the “Other Member Indemnitors”). In all eventsHowever, regardless of whether or not there are any such rights to indemnification, advancement of expenses or insurance provided by any Member Indemnitor, (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation the Company’s obligations to a Covered Person to provide advancement and/or indemnification to such Covered Person the Member Indemnitees are primary and any obligation of the Other Member Indemnitors (including any Affiliate thereof other than the Company) to advance expenses or to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors to provide insurance coverage, for the same expenses or liabilities incurred by any Member Indemnitee are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred by the Member Indemnitees and shall be liable for the full amount of all expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments to the extent legally permitted and other charges paid or payable in connection with or in respect as required by the terms of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and (ii) if any Other Indemnitor this Agreement (or any Affiliate thereofother agreement between the Company and the Member Indemnitees) and (iii) the Company hereby irrevocably waives, other than relinquishes and releases each of the Company) pays Member Indemnitors from any and all claims against any of the Member Indemnitors for contribution, subrogation or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws recovery of any kind in respect thereof. Regardless of any advancement or charter) with such Covered Person, then (x) such Other Indemnitor (or such Affiliate, as payment by the case may be) shall be fully subrogated to all rights Member Indemnitors on behalf of such Covered Person any Member Indemnitee with respect to such payment any claim for which a Member Indemnitee has sought indemnification from the Company, (A) the foregoing shall not be affected and (yB) the Company Member Indemnitors shall fully indemnify, reimburse and hold harmless have a right of contribution and/or be subrogated to the extent of such Other Indemnitor (advancement or payment to all of the rights of recovery of such other Affiliate, as Member Indemnitee against the case may be) for all such payments actually made by such Other Indemnitor (or such other Affiliate, as the case may be)Company.