Common use of Other Indemnitors Clause in Contracts

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties have certain rights to indemnification, advancement of expenses or insurance provided by the Purchaser Group (collectively, the “Other Indemnitors”). The Company hereby agrees that (a) to the extent legally permitted and as required by the terms of this Agreement (or by the terms of any other agreement between the Company and a Holder Indemnified Party), (i) the Company is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii) the Company shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Holder Indemnified Party may have against the Other Indemnitors and (b) the Company irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Company. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party with respect to any claim for which a Holder Indemnified Party has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party against the Company.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties have certain rights to indemnification, advancement of expenses or insurance provided by the Purchaser Group (collectively, the “Other Indemnitors”). The Company hereby agrees that (ai) to the extent legally permitted and as required by the terms of this Agreement Warrant (or by the terms of any other agreement between the Company and a Holder Indemnified Party), (i1) the Company is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii2) the Company shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Holder Indemnified Party may have against the Other Indemnitors and (bii) the Company irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Company. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party with respect to any claim for which a Holder Indemnified Party has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party against the Company.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties have certain rights to indemnification, advancement of expenses or insurance provided by the Purchaser Group (collectively, the “Other Indemnitors”). The Company hereby agrees that (a) to the extent legally permitted and as required by the terms of this Agreement (or by the terms of any other agreement between the Company and a Holder Indemnified Party), that: (i) the Company it is the indemnitor of first resort (i.e., its obligations to each Holder an Indemnified Party Person are primary and any obligation of the any Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder such Indemnified Party Person are secondary) and ); (ii) the Company it shall be required to advance the full amount of expenses incurred by a Holder an Indemnified Party Person and shall be liable for the full amount of all expenses, judgments, penalties, fines Losses to the extent legally permitted and amounts paid in settlement, as required by the terms of these Articles (or any other agreement between the Company and an Indemnified Person) without regard to any rights that a Holder an Indemnified Party Person may have against the any Other Indemnitors Indemnitors; and (biii) the Company it irrevocably waives, relinquishes and releases the any Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the any Other Indemnitors on behalf of any Holder an Indemnified Party Person with respect to any claim for which a Holder such Indemnified Party Person has sought indemnification from the Company shall affect the foregoing foregoing, and that the without prejudice to Article 39 below, Other 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 Holder Indemnified Party Person against the Company. For the avoidance of doubt, no Person or entity providing directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any Person providing such insurance obtained or maintained pursuant to Article 38.4 hereof, shall be an Other Indemnitor.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties Indemnitee may have certain rights to indemnification, advancement of expenses or Expenses and/or insurance provided by the Purchaser Group certain private equity funds, hedge funds or other investment vehicles or management companies and/or certain of their affiliates and by personal policies (collectively, the “Other Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (ai.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by 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 and the Organizational Documents of the Company (or by the terms of any other agreement between the Company and a Holder Indemnified PartyIndemnitee), (i) the Company is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii) the Company shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Holder Indemnified Party Indemnitee may have against the Other Indemnitors and Indemnitors, and, (biii) the Company that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party Indemnitee with respect to any claim for which a Holder Indemnified Party Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party Indemnitee against the Company. The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 14.

Other Indemnitors. The If Indemnitee is a director appointed by an Appointing Member, the Company hereby acknowledges that certain of the Holder Indemnified Parties Indemnitee may have certain rights to indemnification, advancement of expenses or Expenses and/or insurance provided by the Purchaser Group certain private equity funds, hedge funds or other investment vehicles or management companies and/or certain of their affiliates and by personal policies (collectively, the “Other Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (ai.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by 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 and the Certificate of Incorporation or Bylaws of the Company (or by the terms of any other agreement between the Company and a Holder Indemnified PartyIndemnitee), (i) the Company is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii) the Company shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Holder Indemnified Party Indemnitee may have against the Other Indemnitors and Indemnitors, and, (biii) the Company that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party Indemnitee with respect to any claim for which a Holder Indemnified Party Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party Indemnitee against the Company. The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 14.

Other Indemnitors. The Company hereby acknowledges that certain of Indemnitee has or may have in the Holder Indemnified Parties have future certain rights to indemnification, advancement of expenses or and/or insurance provided by the Purchaser Group other entities and/or organizations (collectively, the “Other Indemnitors”). The Company hereby agrees that (a) to the extent legally permitted and as required by the terms of this Agreement (or by the terms of any other agreement between the Company and a Holder Indemnified Party), (i) the Company that it is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party Indemnitee are secondary) and ), (ii) the Company that it shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, liabilities, penalties, fines and amounts paid in settlementsettlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights that a Holder Indemnified Party Indemnitee may have against the Other Indemnitors and and, (biii) the Company that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party Indemnitee with respect to any claim for which a Holder Indemnified Party Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party Indemnitee against the Company. The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 4.3. For the avoidance of doubt, nothing in this Section 4.3 limits or is intended to limit the obligations of the Company’s directors and officer liability insurance provider, if any, to the Company pursuant to any policy of directors and officers liability insurance paid for by the Company.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties have certain rights to indemnification, advancement of expenses or insurance provided by the Purchaser Group (collectively, the “Other Indemnitors”). The Company hereby agrees that (a) to the extent legally permitted and as required by the terms of this Agreement (or by the terms of any other agreement between the Company and a Holder Indemnified Party), that: (i) the Company it is the indemnitor of first resort (i.e., its obligations to each Holder an Indemnified Party Person are primary and any obligation of the any Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder such Indemnified Party Person are secondary) and ); (ii) the Company it shall be required to advance the full amount of expenses incurred by a Holder an Indemnified Party Person and shall be liable for the full amount of all expenses, judgments, penalties, fines Losses to the extent legally permitted and amounts paid in settlement, as required by the terms of these Articles (or any other agreement between the Company and an Indemnified Person) without regard to any rights that a Holder an Indemnified Party Person may have against the any Other Indemnitors Indemnitors; and (biii) the Company it irrevocably waives, relinquishes and releases the any Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the any Other Indemnitors on behalf of any Holder an Indemnified Party Person with respect to any claim for which a Holder such Indemnified Party Person has sought indemnification from the Company shall affect the foregoing foregoing, and that the without prejudice to Article 39 below, Other 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 Holder Indemnified Party Person against the Company. For the avoidance of doubt, no Person or entity providing Directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any Person providing such insurance obtained or maintained pursuant to Article 38.4 hereof, shall be an Other Indemnitor.

Other Indemnitors. (a) The Company Corporation hereby acknowledges that certain of the Holder Indemnified Parties Indemnitee may have certain other rights to indemnification, advancement of expenses or insurance provided by the Purchaser Group indemnification for Losses (collectively, the “"Other Indemnitors”Indemnitor(s)"). The Company hereby Corporation agrees that (a) to the extent legally permitted and as required by the terms of this Agreement (or by the terms of any other agreement between the Company and a Holder Indemnified Party), (i) the Company Corporation is the indemnitor of first resort (i.e., its obligations of Indemnitee with respect to each Holder Indemnified Party are primary matters for which indemnification is provided under this Agreement and any obligation of that the Other Indemnitors Corporation will be obligated to advance expenses make all payments due to or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii) the Company shall be required to advance the full amount benefit of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, Indemnitee under this Agreement without regard to any rights that a Holder Indemnified Party Indemnitee may have against the Other Indemnitors and (b) the Company irrevocably waives, relinquishes and releases Indemnitor(s). The Corporation hereby waives any equitable rights to contribution or indemnification from the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind Indemnitor(s) in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companyamounts paid to Indemnitee hereunder. The Company Corporation further agrees that no advancement payment of Expenses or payment Losses by the Other Indemnitors on behalf Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Corporation hereunder, and that the Corporation shall be obligated to repay the Other Indemnitor(s) for all amounts so paid or reimbursed to the extent that the Corporation has an obligation to indemnify Indemnitee for such Expenses or Losses hereunder. (b) In the event that any Holder Indemnified Party with respect Other Indemnitor makes any payment of Expenses or Losses to any claim or for the benefit of Indemnitee for which a Holder Indemnified Party Indemnitee has sought indemnification from the Company shall affect the foregoing and that Corporation, the Other Indemnitors Indemnitor making such payment 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 Holder Indemnified Party Indemnitee against the CompanyCorporation, and Indemnitee shall execute all papers reasonably required and take all action reasonably necessary to secure such rights, including, without limitation, execution of such documents as are necessary to enable such other person or entity to bring suit to enforce such rights. The Corporation and Indemnitee agree that each Other Indemnitor is an express third party beneficiary of the terms of this Section 14, entitled to enforce this Section 14 as though each such Other Indemnitor was a party to this Agreement.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties have Indemnitee has certain rights to indemnification, advancement of expenses or and/or insurance provided by the Purchaser Group __________ and certain affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control with, ____________ (collectively, the “Other Indemnitors”). The Company hereby agrees that (a) to the extent legally permitted and as required by the terms of this Agreement (or by the terms of any other agreement between the Company and a Holder Indemnified Party), (i) the Company that it is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party Indemnitee are secondary) and ), (ii) the Company that it shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlementsettlement to the extent required by and subject to the terms of this Agreement and the Certificate of Incorporation or By-laws of the Company (collectively “Company Indemnification Provisions”), without regard to any rights that a Holder Indemnified Party Indemnitee may have against the Other Indemnitors Indemnitors, and (biii) the Company that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of advancement or indemnification made by the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from Company pursuant to the CompanyCompany Indemnification Provisions. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party Indemnitee with respect to any claim for which a Holder Indemnified Party Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing. The Company and Indemnitee agree that the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all are express third-party beneficiaries of the rights terms of recovery of such Holder Indemnified Party against the Companythis Section 22.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties have certain rights to indemnification, advancement of expenses or insurance provided by the Purchaser Group (collectively, the “Other Indemnitors”). The Company hereby agrees agrees, and the Stockholders acknowledge, that (a) to the extent legally permitted and as required by the terms of this Agreement Warrant (or by the terms of any other agreement between the Company and a Holder Indemnified Party), (i) the Company is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii) the Company shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Holder Indemnified Party may have against the Other Indemnitors and (b) the Company irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Company. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party with respect to any claim for which a Holder Indemnified Party has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party against the Company.

Other Indemnitors. The If Indemnitee is a director appointed by an Appointing Member, the Company hereby acknowledges that certain of the Holder Indemnified Parties Indemnitee may have certain rights to indemnification, advancement of expenses or Expenses and/or insurance provided by the Purchaser Group certain private equity funds, hedge funds or other investment vehicles or management companies and/or certain of their affiliates and by personal policies (collectively, the “Other Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (ai.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by 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 and the Certificate of Incorporation or Bylaws of the Company (or by the terms of any other agreement between the Company and a Holder Indemnified PartyIndemnitee), (i) the Company is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii) the Company shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Holder Indemnified Party Indemnitee may have against the Other Indemnitors and Indemnitors, and, (biii) the Company that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party Indemnitee with respect to any claim for which a Holder Indemnified Party Xxxxxxxxxx has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party Indemnitee against the Company. The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 14.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties Indemnitee may have certain rights to indemnification, advancement of expenses or and/or insurance provided by the Purchaser Group other indemnitors (collectively, the “Other Indemnitors”). The Company hereby agrees that (a) to the extent legally permitted and as required by the terms of this Agreement (or by the terms of any other agreement between the Company and a Holder Indemnified Party), (i) the Company that it is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party the Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party Indemnitee are secondary) and ), (ii) the Company that it shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlementsettlement to the extent legally permitted and as required by the terms of this Agreement, the constitutional documents of the Company and any other agreement between the Company and the Indemnitee, without regard to any rights that a Holder Indemnified Party the Indemnitee may have against the Other Indemnitors Indemnitors, and (biii) the Company that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party the Indemnitee with respect to any claim for which a Holder Indemnified Party has the Indemnitee have sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party the Indemnitee against the Company. The Company and the Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 22.

Other Indemnitors. The Company hereby acknowledges that certain of the Holder Indemnified Parties Indemnitee may have certain rights to indemnification, advancement of expenses or Expenses and/or insurance provided by the Purchaser Group certain of his/her affiliates and by personal policies (collectively, the “Other Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (ai.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by 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 and the Restated Bylaws of the Company (or by the terms of any other agreement between the Company and a Holder Indemnified PartyIndemnitee), (i) the Company is the indemnitor of first resort (i.e., its obligations to each Holder Indemnified Party are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Holder Indemnified Party are secondary) and (ii) the Company shall be required to advance the full amount of expenses incurred by a Holder Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Holder Indemnified Party Indemnitee may have against the Other Indemnitors and Indemnitors, and, (biii) the Company that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (a) of this sentence for which any Holder Indemnified Party has received indemnification or advancement from the Companythereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Holder Indemnified Party Indemnitee with respect to any claim for which a Holder Indemnified Party Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Other 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 Holder Indemnified Party Indemnitee against the Company.. The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 14. DOCS_LA:340955.2