Common use of Indemnitor of First Resort Clause in Contracts

Indemnitor of First Resort. The Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). The Company hereby agrees and acknowledges that (a) it is the indemnitor of first resort with respect to the Specified Covered Persons, (b) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (c) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member 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 Member Indemnitors on behalf of the Company with respect to any claim for which the Specified Covered Persons have sought indemnification from the Company shall affect the foregoing and the Member 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 the Specified Covered Persons against the Company.

Indemnitor of First Resort. The Company Nevada JV hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). The Company Nevada JV hereby agrees and acknowledges that (ai) it is the indemnitor of first resort with respect to the Specified Covered PersonsPersons in respect of matters subject to indemnification under Section 3.11(b), (bii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between the Company Nevada JV and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (ciii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company Nevada JV further agrees that no advancement or payment by the Member Indemnitors on behalf of the Company Nevada JV with respect to any claim Claim for which the Specified Covered Persons have sought indemnification from the Company Nevada JV shall affect the foregoing foregoing, and the Member Indemnitors shall have a right of contribution and/or and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against the CompanyNevada JV.

Indemnitor of First Resort. The Company Nevada JV hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). The Company Nevada JV hereby agrees and acknowledges that (ai) it is the indemnitor of first resort with respect to the Specified Covered Persons, (bii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between the Company Nevada JV and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (ciii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company Nevada JV further agrees that no advancement or payment by the Member Indemnitors on behalf of the Company Nevada JV with respect to any claim Claim for which the Specified Covered Persons have sought indemnification from the Company Nevada JV shall affect the foregoing foregoing, and the Member Indemnitors shall have a right of contribution and/or and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against the CompanyNevada JV.