Common use of Indemnitor of First Resort Clause in Contracts

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx or certain of its Affiliates (collectively, the “Xxxxxxx Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, (a) Veralto is the indemnitor of first resort (i.e., Veralto’s obligations to the Xxxxxxx D&O Indemnitees are primary, and any obligation of the Xxxxxxx Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Indemnitee are secondary), (b) Veralto shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees 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, any other agreement between Veralto and the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto and (c) Veralto hereby irrevocably waives, relinquishes and releases each of the Xxxxxxx Indemnitors from any and all claims against any of the Xxxxxxx Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the Xxxxxxx Indemnitors to or on behalf of any Xxxxxxx D&O Indemnitee with respect to any claim for which a Xxxxxxx D&O Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder shall not be affected, (ii) the Xxxxxxx Indemnitors 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 Xxxxxxx D&O Indemnitee, as applicable, against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilities.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Vontier and its Subsidiaries designated by Xxxxxxx Fortive or its Affiliates (the “Xxxxxxx Fortive D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx Fortive or certain of its Affiliates (collectively, the “Xxxxxxx Fortive Indemnitors”) in connection with their service as directors or officers of Veralto Vontier or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Fortive Indemnitor, (a) Veralto Vontier is the indemnitor of first resort (i.e., VeraltoVontier’s obligations to the Xxxxxxx Fortive D&O Indemnitees are primary, and any obligation of the Xxxxxxx Fortive Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx Fortive D&O Indemnitee are secondary), (b) Veralto Vontier shall be required to advance the full amount of expenses incurred by the Xxxxxxx Fortive D&O Indemnitees 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, any other agreement between Veralto Vontier and the Xxxxxxx Fortive D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Vontier and (c) Veralto Vontier hereby irrevocably waives, relinquishes and releases each of the Xxxxxxx Fortive Indemnitors from any and all claims against any of the Xxxxxxx Fortive Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the Xxxxxxx Fortive Indemnitors to or on behalf of any Xxxxxxx Fortive D&O Indemnitee with respect to any claim for which a Xxxxxxx Fortive D&O Indemnitee has sought or may seek indemnification from VeraltoVontier, (i) VeraltoVontier’s obligations hereunder shall not be affected, (ii) the Xxxxxxx Fortive Indemnitors 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 Xxxxxxx Fortive D&O Indemnitee, as applicable, against Veralto, Vontier and (iii) for the avoidance of doubt, all damages, costs, costs losses and other Liabilities incurred by any Xxxxxxx Fortive D&O Indemnitee in connection with his or her service as a director or officer of Veralto Vontier or any of its Subsidiaries shall constitute Veralto Vontier Liabilities.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx one or certain more of its Affiliates the Fund Indemnitors. The Company hereby agrees (collectively, the “Xxxxxxx Indemnitors”i) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to an Indemnitee under this Agreement, the Xxxxxxx D&O Indemnitees Articles and Applicable Law are primary, primary and any obligation of the Xxxxxxx Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O such Indemnitee are secondary), (bii) Veralto that it shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees an Indemnitee and shall be liable for the full amount of all expenseslosses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, penaltiesfines, fines penalties and amounts paid in settlement settlement) to the extent legally permitted and as required by the terms of this Agreement, Agreement (or any other agreement between Veralto the Company and an Indemnitee), without regard to any rights an Indemnitee may have against the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Fund Indemnitors, and (ciii) Veralto hereby that it irrevocably waives, relinquishes and releases each of the Xxxxxxx Fund Indemnitors from any and all claims which it has or may have against any of the Xxxxxxx Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Company further agrees that no advancement or payment by the Xxxxxxx Fund Indemnitors to or on behalf of any Xxxxxxx D&O an Indemnitee with respect to any claim for which a Xxxxxxx D&O such Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder shall not be affected, (ii) the Xxxxxxx Fund Indemnitors shall have a right of contribution and/or affect the foregoing and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Xxxxxxx D&O Indemnitee, as applicable, Indemnitee against Veralto, the Company. The Company and (iii) for each Indemnitee agree that the avoidance Fund Indemnitors are express third party beneficiaries of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 9.4.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates Indemnitees (the “Xxxxxxx D&O Sponsor Indemnitees”) have or will have certain rights to indemnification, advancement of expenses and/or or insurance provided by Xxxxxxx (a) Riverstone or certain of its Affiliates (collectivelythe “Riverstone Indemnitors”) or (b) the Initial Limited Partner, Pattern Energy or certain of their respective Affiliates (the “PEG Indemnitors”, and together with the Riverstone Indemnitors, the “Xxxxxxx Sponsor Indemnitors”) in connection with their service as directors ). However, regardless of whether or officers of Veralto or its Subsidiaries. Notwithstanding not there are any such rights to indemnification, advancement of expenses and/or or insurance provided by any Xxxxxxx Sponsor Indemnitor, (ai) Veralto the Partnership is the indemnitor of first resort (i.e., Veraltothe Partnership’s obligations to the Xxxxxxx D&O Indemnitees each Sponsor Indemnitee are primary, primary and any obligation of the Xxxxxxx Riverstone Indemnitors or the PEG Indemnitors, as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Sponsor Indemnitee are secondary)) to the extent of the indemnification obligations of the Partnership hereunder, (bii) Veralto the Partnership shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees a Sponsor 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, Agreement (or any other agreement between Veralto the Partnership and the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Sponsor Indemnitees) and (ciii) Veralto to the extent of the indemnification obligations of the Partnership hereunder, the Partnership hereby irrevocably waives, relinquishes and releases each of the Xxxxxxx Sponsor Indemnitors from any and all claims against any of the Xxxxxxx Sponsor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding Regardless of any advancement or payment by the Xxxxxxx Sponsor Indemnitors to or on behalf of any Xxxxxxx D&O Sponsor Indemnitee with respect to any claim for which a Xxxxxxx D&O Sponsor Indemnitee has sought or may seek indemnification from Veraltothe Partnership, to the extent of the indemnification obligations of the Partnership hereunder, (ix) Veralto’s obligations hereunder the foregoing shall not be affected, affected and (iiy) the Xxxxxxx Riverstone Indemnitors or the PEG Indemnitors, as applicable, 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 Xxxxxxx D&O Indemnitee, as applicable, Sponsor Indemnitee against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto LiabilitiesPartnership.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or and insurance provided by Xxxxxxx one or certain of its Affiliates more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (collectively, i) the “Xxxxxxx Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, (a) Veralto is Company shall be the indemnitor of first resort with respect to any Indemnifiable Claim or Indemnifiable Loss, (i.e.ii) the Company shall be primarily liable for all indemnification and advancement of Expenses obligations provided hereunder and any indemnification or advancement of Expenses afforded to Indemnitee in respect of any Indemnifiable Claim or Indemnifiable Loss, Veralto’s obligations to the Xxxxxxx D&O Indemnitees are primarywhether created by applicable law, and organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of the Xxxxxxx Indemnitors any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by to Indemnitee in respect of any Xxxxxxx D&O Indemnitee are secondary)Indemnifiable Claim or Indemnifiable Loss shall be secondary to the obligations of the Company hereunder, (biv) Veralto the Company shall be required to indemnify Indemnitee and advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement Expenses or liabilities to Indemnitee hereunder to the fullest extent legally permitted and as required by the terms of this Agreement, provided herein without regard to any rights Indemnitee may have against any other agreement between Veralto and the Xxxxxxx D&O Indemnitees Person with whom or the certificate which Indemnitee may be associated or insurer of incorporation or bylaws of Veralto any such Person and (cv) Veralto hereby the Company irrevocably waives, relinquishes and releases each of the Xxxxxxx Indemnitors any other Person with whom or which Indemnitee may be associated from any and all claims against any claim of the Xxxxxxx Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofof amounts paid by the Company hereunder. In addition, notwithstanding the event any advancement other Person with whom or payment which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnifiable Claim or Indemnifiable Loss owed by the Xxxxxxx Indemnitors to Company or on behalf of payable under any Xxxxxxx D&O Indemnitee with respect to any claim for which a Xxxxxxx D&O Indemnitee has sought or may seek indemnification from VeraltoCompany insurance policy, (i) Veralto’s obligations hereunder shall not be affected, (ii) the Xxxxxxx Indemnitors payor shall have a right of contribution and/or subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be subrogated to payable by the extent Company or its insurer or insurers under this Agreement. In no event will payment of such advancement any Indemnifiable Claim or payment to all Indemnifiable Loss by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the rights of recovery of such Xxxxxxx D&O IndemniteeCompany hereunder or shift primary liability for any Indemnifiable Claim or Indemnifiable Loss to any other Person with whom or which Indemnitee may be associated. Any indemnification, as applicable, against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred insurance or advancement provided by any Xxxxxxx D&O other Person with whom or which Indemnitee in connection may be associated with his or her service respect to any liability arising as a result of Indemnitee’s status as director, officer, employee or agent of the Company or capacity as an officer or director of any Person is specifically in excess over any indemnification or officer advancement of Veralto Expenses provided by the Company hereunder or valid and any of its Subsidiaries shall constitute Veralto Liabilitiescollectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance).

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Filtration and its Subsidiaries designated by Xxxxxxx Cummins or its Affiliates (the “Xxxxxxx Cummins D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or or insurance provided by Xxxxxxx Cummins or certain of its Affiliates (collectively, the “Xxxxxxx Cummins Indemnitors”) in connection with their service as directors or officers of Veralto Filtration or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or or insurance provided by any Xxxxxxx Cummins Indemnitor, following the Effective Time, (a) Veralto Filtration is the indemnitor of first resort (i.e.resort, Veraltoby which is meant, without limitation, that Filtration’s obligations to the Xxxxxxx Cummins D&O Indemnitees are primary, primary and any obligation of the Xxxxxxx Cummins Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx Cummins D&O Indemnitee are secondary), (b) Veralto Filtration shall be required to advance the full amount of expenses incurred by the Xxxxxxx Cummins D&O Indemnitees 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, any other agreement between Veralto Filtration and the Xxxxxxx Cummins D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Filtration and (c) Veralto Filtration hereby irrevocably waives, relinquishes and releases each of the Xxxxxxx Cummins Indemnitors from any and all claims against any of the Xxxxxxx Cummins Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof, including under any Cummins D&O Insurance Policies. In addition, notwithstanding any advancement or payment by the Xxxxxxx Cummins Indemnitors to or on behalf of any Xxxxxxx Cummins D&O Indemnitee with respect to any claim for which a Xxxxxxx Cummins D&O Indemnitee has sought or may seek indemnification from VeraltoFiltration, (i) VeraltoFiltration’s obligations hereunder shall not be affected, (ii) the Xxxxxxx Cummins Indemnitors shall have a right of contribution and/or or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Xxxxxxx Cummins D&O Indemnitee, as applicable, against Veralto, Filtration and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx Cummins D&O Indemnitee in connection with his or her service as a director or officer of Veralto Filtration or any of its Subsidiaries shall constitute Veralto Filtration Liabilities.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Envista and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx or certain of its Affiliates (collectively, the “Xxxxxxx Indemnitors”) in connection with their service as directors or officers of Veralto Envista or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, (a) Veralto Envista is the indemnitor of first resort (i.e., VeraltoEnvista’s obligations to the Xxxxxxx D&O Indemnitees are primary, and any obligation of the Xxxxxxx Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Indemnitee are secondary), (b) Veralto Envista shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees 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, any other agreement between Veralto Envista and the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Envista and (c) Veralto Envista hereby irrevocably waives, relinquishes and releases each of the Xxxxxxx Indemnitors from any and all claims against any of the Xxxxxxx Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the Xxxxxxx Indemnitors to or on behalf of any Xxxxxxx D&O Indemnitee with respect to any claim for which a Xxxxxxx D&O Indemnitee has sought or may seek indemnification from VeraltoEnvista, (i) VeraltoEnvista’s obligations hereunder shall not be affected, (ii) the Xxxxxxx Indemnitors 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 Xxxxxxx D&O Indemnitee, as applicable, against VeraltoEnvista, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto Envista or any of its Subsidiaries shall constitute Veralto Envista Liabilities.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx a third party and that Indemnitee may have other sources of indemnification or certain of its Affiliates insurance, whether currently in place or obtained in the future (collectively, the “Xxxxxxx Outside Indemnitors”) in connection with their service as directors or officers ). Subject to the last sentence of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnificationthis Section 3.3, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, the Company hereby agrees (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to the Xxxxxxx D&O Indemnitees Indemnitee are primary, primary and any obligation of the Xxxxxxx Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Indemnitee are secondary), (b) Veralto that it shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees 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, Agreement and the Company’s Certificate of Incorporation or the Company’s Bylaws (or any other agreement between Veralto the Company and Indemnitee), without regard to any rights Indemnitee may have against the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Outside Indemnitors and (c) Veralto hereby that it irrevocably waives, relinquishes and releases each of the Xxxxxxx Outside Indemnitors from any and all claims against any of the Xxxxxxx Outside Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Company further agrees that no advancement or payment by the Xxxxxxx Outside Indemnitors to or on behalf of any Xxxxxxx D&O Indemnitee with respect to any claim for which a Xxxxxxx D&O Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Company shall not be affected, (ii) affect the Xxxxxxx foregoing and the Outside Indemnitors 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 Indemnitee against the Company. The Company and Indemnitee agree that the Outside Indemnitors are express third party beneficiaries of the terms of this Section 3.3. Notwithstanding the foregoing, the Company and Indemnitee agree that, solely as between the Company and any subsidiary of the Company, such Xxxxxxx D&O Indemniteesubsidiary of the Company is the indemnitor of first resort (i.e., as applicable, against Veralto, its obligations to Indemnitee are primary and (iii) any obligation of the Company to advance expenses or to provide indemnification for the avoidance of doubt, all damages, costs, losses and other Liabilities same expenses or liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesare secondary).

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses Expenses and/or insurance provided by Xxxxxxx or certain of its Affiliates [●] (collectively, the “Xxxxxxx IndemnitorsThird-party Indemnitor[s]”). The Company hereby agrees (i) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, (a) Veralto that it is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement (i.e., Veralto’s its obligations to an Indemnitee under this Agreement, the Xxxxxxx D&O Indemnitees Charter, the Bylaws, applicable law or otherwise are primary, primary and any obligation of the Xxxxxxx Indemnitors [the][any] Third-party Indemnitor[s] to advance expenses Expenses or to provide indemnification for the same expenses Expenses or liabilities Liabilities incurred by any Xxxxxxx D&O such Indemnitee are secondary), (bii) Veralto that it shall be required to advance the full amount of expenses Expenses incurred by the Xxxxxxx D&O Indemnitees an Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines Expenses and amounts paid in settlement Liabilities to the extent legally permitted and as required by the terms of this Agreement, Agreement (or any other agreement between Veralto the Company and the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Indemnitee), without regard to any rights an Indemnitee may have against [the][any] Third-party Indemnitor[s], and (ciii) Veralto hereby that it irrevocably waives, relinquishes and releases each of the Xxxxxxx Indemnitors Third-party Indemnitor[s] from any and all claims which it has or may have against any of the Xxxxxxx Indemnitors [the][any] Third-party Indemnitor[s] for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Company further agrees that no advancement or payment by the Xxxxxxx Indemnitors to or [the][any] Third-party Indemnitor[s] on behalf of any Xxxxxxx D&O an Indemnitee with respect to any claim for which a Xxxxxxx D&O such Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Third-party Indemnitor[s] shall not be affected, (ii) affect the Xxxxxxx Indemnitors foregoing and the Third-party Indemnitor[s] 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 Xxxxxxx D&O Indemnitee, as applicable, Indemnitee against Veralto, the Company. The Company and (iii) for each Indemnitee agree that the avoidance Third-party Indemnitor[s] [is an express third party beneficiary][are express third party beneficiaries] of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilities.this Section 8.1

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Corporation hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx or Capital Management LP, Monarch Alternative Capital LP and/or certain of its Affiliates their respective affiliates (collectively, the “Xxxxxxx Fund Indemnitors”). The Corporation hereby agrees (i) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to the Xxxxxxx D&O Indemnitees Indemnitee are primary, primary and any obligation of the Xxxxxxx Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Indemnitee are secondary), (bii) Veralto that it shall be required to advance the full amount of expenses incurred by Indemnitee to the Xxxxxxx D&O Indemnitees full extent provided herein and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement and reasonably incurred by Indemnitee or on Indemnitee’s behalf to the full extent legally permitted and as required by the terms of this Agreement, Agreement and the Articles or Bylaws of the Corporation (or any other agreement between Veralto the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Fund Indemnitors, and (ciii) Veralto hereby irrevocably that it waives, relinquishes and releases each of the Xxxxxxx Fund Indemnitors from any and all claims against any of the Xxxxxxx Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof; provided, however, that no indemnification shall (unless otherwise ordered by a court) be made by the Corporation if a determination is made pursuant to Section 3 that indemnification of such person is not proper in the circumstances because Indemnitee has not met the applicable standard of conduct set forth in Section 1(b) hereof. In addition, notwithstanding any The Corporation further agrees that no advancement or payment by the Xxxxxxx Fund Indemnitors to or on behalf of any Xxxxxxx D&O Indemnitee with respect to any claim for which a Xxxxxxx D&O Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Corporation shall not be affected, (ii) affect the Xxxxxxx foregoing and the Fund Indemnitors 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 Indemnitee against the Corporation to the extent the Corporation has an obligation to indemnify Indemnitee for such Xxxxxxx D&O Indemniteeadvancement or payment under the terms of this Agreement, as applicable, against Veralto, the Articles or Bylaws of the Corporation. The Corporation and (iii) for Indemnitee agree that the avoidance Fund Indemnitors are express third party beneficiaries of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer the terms of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 12.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Nextracker OpCo, Nextracker PubCo and its their Subsidiaries who are designated by Xxxxxxx Flex or its Affiliates (the “Xxxxxxx Flex D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx Flex or certain of its Affiliates (collectively, the “Xxxxxxx Flex Indemnitors”) in connection with their service as directors or officers of Veralto Nextracker OpCo, Nextracker PubCo or its their Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Flex Indemnitor, (a) Veralto Nextracker OpCo or Nextracker PubCo, as applicable, is the indemnitor of first resort (i.e., VeraltoNextracker OpCo’s or Nextracker PubCo’s obligations to the Xxxxxxx Flex D&O Indemnitees are primary, and any obligation of the Xxxxxxx Flex Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx Flex D&O Indemnitee are secondary), ; (b) Veralto Nextracker OpCo or Nextracker PubCo, as applicable, shall be required to advance the full amount of expenses incurred by the Xxxxxxx Flex D&O Indemnitees 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, any other agreement between Veralto Nextracker OpCo or Nextracker PubCo, on the one hand, and the Xxxxxxx Flex D&O Indemnitees Indemnitees, on the other hand, or the certificate of incorporation or bylaws (or equivalent governing documents) of Veralto Nextracker OpCo or Nextracker PubCo; and (c) Veralto each of Nextracker OpCo and Nextracker PubCo hereby irrevocably waives, relinquishes and releases each of the Xxxxxxx Flex Indemnitors from any and all claims against any of the Xxxxxxx Flex Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the Xxxxxxx Flex Indemnitors to or on behalf of any Xxxxxxx Flex D&O Indemnitee with respect to any claim for which a Xxxxxxx Flex D&O Indemnitee has sought or may seek indemnification from VeraltoNextracker OpCo or Nextracker PubCo, (i) Veraltonone of Nextracker OpCo’s or Nextracker PubCo’s obligations hereunder shall not be affected, ; (ii) the Xxxxxxx Flex Indemnitors 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 Xxxxxxx Flex D&O Indemnitee, as applicable, against Veralto, Nextracker OpCo or Nextracker PubCo; and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx Flex D&O Indemnitee in connection with his or her service as a director or officer of Veralto Nextracker OpCo, Nextracker PubCo or any of its their Subsidiaries shall constitute Veralto Nextracker Liabilities.

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Operating Company hereby acknowledges that certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) Persons entitled to indemnification hereunder have or will have certain rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx or certain of Persons other than the Operating Company and its Affiliates wholly-owned Subsidiaries (such other Persons, collectively, the “Xxxxxxx Secondary Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries). Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, The Operating Company hereby agrees (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to the Xxxxxxx D&O Indemnitees any such indemnitee are primary, primary and any obligation of the Xxxxxxx Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Indemnitee such indemnitees are secondary), (b) Veralto that it shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees any such indemnitee and shall be liable for the full amount of all expensesCosts, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, Agreement (or any other agreement between Veralto the Operating Company and such indemnitee), without regard to any rights such indemnitee may have against the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto and Secondary Indemnitors, and, (c) Veralto hereby that it irrevocably waives, relinquishes and releases each of the Xxxxxxx Secondary Indemnitors from any and all claims against any of the Xxxxxxx Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Operating Company further agrees that no advancement or payment by the Xxxxxxx Secondary Indemnitors to or on behalf of any Xxxxxxx D&O Indemnitee such indemnitee with respect to any claim for which a Xxxxxxx D&O Indemnitee such indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Operating Company shall not be affected, (ii) affect the Xxxxxxx foregoing and the Secondary Indemnitors 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 Xxxxxxx D&O Indemnitee, as applicable, indemnitee against Veralto, and (iii) for the avoidance Operating Company. The Members agree that the Secondary Indemnitors are express third party beneficiaries of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer the terms of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 6.05.

Indemnitor of First Resort. As a result The Company acknowledges that each of agreements or obligations arising outside of this Agreement, (x) the Magnetar Managers and (y) Xxxxxx has certain of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates (the “Xxxxxxx D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Xxxxxxx or their employers and certain of its their Affiliates (collectively, the “Xxxxxxx Magnetar Indemnitors” or “Xxxxxx Indemnitors”) in connection with their service , as directors or officers of Veralto or its Subsidiariesthe case may be). Notwithstanding any such rights to indemnificationTo the extent that the Company has an indemnity obligation hereunder, advancement of expenses and/or insurance provided by any Xxxxxxx Indemnitor, the Company shall (a) Veralto is act as the indemnitor of first resort (i.e., Veralto’s its obligations to the Xxxxxxx D&O Indemnitees Magnetar Managers or Medina, as the case may be, are primary, primary and any obligation of the Xxxxxxx Magnetar Indemnitors or Medina, as the case may be, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Indemnitee such directors are secondary), (b) Veralto shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Indemnitees Magnetar Managers or Medina, as the case may be, and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally not prohibited by (and not merely to the extent affirmatively permitted and by) applicable law, but only as required by the terms of this AgreementSection 4.07(a), without regard to any other agreement between Veralto and rights a Magnetar Manager or Xxxxxx, in his capacity as a Manager, as the Xxxxxxx D&O Indemnitees or case may be, may have against the certificate of incorporation or bylaws of Veralto Magnetar Indemnitors and (c) Veralto hereby irrevocably waiveswaive, relinquishes relinquish and releases each of release the Xxxxxxx Magnetar Indemnitors or the Xxxxxx Indemnitors, as the case may be, from any and all claims against any of the Xxxxxxx Magnetar Indemnitors or the Xxxxxx Indemnitors, as the case may be, for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any No advancement or payment by the Xxxxxxx Magnetar Indemnitors to or on behalf of any Xxxxxxx D&O Indemnitee a Magnetar Manager or the Xxxxxx Indemnitors on behalf of a Xxxxxx, in his capacity as a Manager, with respect to any claim for which a Xxxxxxx D&O Indemnitee such director has sought or may seek indemnification from Veraltothe Company shall affect the foregoing, (i) Veralto’s obligations hereunder shall not be affected, (ii) and the Xxxxxxx Magnetar Indemnitors and Xxxxxx Indemnitors shall have a right of contribution and/or to be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Xxxxxxx D&O Indemnitee, as applicable, director against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilities.Company. ARTICLE V

Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain members, directors or employees of the directors and officers of Veralto and its Subsidiaries designated by Xxxxxxx or its Affiliates Laredo that are Covered Persons (the “Xxxxxxx D&O Laredo Indemnitees”) have or will have certain rights to indemnification, advancement of expenses and/or or insurance provided by Xxxxxxx Laredo or certain of its Affiliates (collectively, the “Xxxxxxx Laredo Indemnitors”) in connection with their service as directors ). However, regardless of whether or officers of Veralto or its Subsidiaries. Notwithstanding not there are any such rights to indemnification, advancement of expenses and/or or insurance provided by any Xxxxxxx Laredo Indemnitor, (ai) Veralto the Company is the indemnitor of first resort (i.e., Veraltothe Company’s obligations to the Xxxxxxx D&O Laredo Indemnitees are primary, primary and any obligation of the Xxxxxxx Laredo Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Xxxxxxx D&O Laredo Indemnitee are secondary), (bii) Veralto the Company shall be required to advance the full amount of expenses incurred by the Xxxxxxx D&O Laredo Indemnitees 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, Agreement (or any other agreement between Veralto the Company and the Xxxxxxx D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Laredo Indemnitees), and (ciii) Veralto the Company and each Member, in his, her or its capacity, hereby irrevocably waives, relinquishes and releases each of the Xxxxxxx Laredo Indemnitors from any and all claims against any of the Xxxxxxx Laredo Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding Regardless of any advancement or payment by the Xxxxxxx Laredo Indemnitors to or on behalf of any Xxxxxxx D&O Laredo Indemnitee with respect to any claim for which a Xxxxxxx D&O Laredo Indemnitee has sought or may seek indemnification from Veraltothe Company, (ix) Veralto’s obligations hereunder the foregoing shall not be affected, affected and (iiy) the Xxxxxxx Laredo Indemnitors 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 Xxxxxxx D&O Indemnitee, as applicable, Laredo Indemnitee against Veralto, and (iii) the Company. The Laredo Indemnitors shall be express third-party beneficiaries of this Agreement for purposes of enforcing the avoidance provisions of doubt, all damages, costs, losses and other Liabilities incurred by any Xxxxxxx D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 10.10.