Common use of Other Rights and Remedies Clause in Contracts

Other Rights and Remedies. (a) The rights provided hereby shall not be deemed exclusive of any other right to which the Indemnified Person may be entitled under any statute, applicable provision of the Company’s Articles of Incorporation, as amended, Bylaws, as amended, or any other agreement, vote of stockholders or of disinterested directors, or otherwise, both as to action in the Indemnified Person’s official capacity and as to action in another capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Company in the position identified in the Introduction hereof. The Company hereby acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Litigation Costs, irrespective of any right of recovery the Indemnitee may have from Third-Party Indemnitors or pursuant to any applicable insurance policy maintained by the Third-Party Indemnitors, and (ii) be required to advance the full amount of Litigation Costs incurred by Indemnitee and shall be liable for the full amount of all Losses to the extent not prohibited by applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor or its insurer on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution 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 the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 2.9 as though each such Third-Party Indemnitor were a party to this Agreement. (b) For purposes of this Agreement, “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification or advancement rights or insurance benefits other than (i) the Company, (ii) any Enterprise and (iii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Other Rights and Remedies. (a) The rights provided hereby shall not be deemed exclusive of any other right to which the Indemnified Person may be entitled under any statute, applicable provision of the Company’s Articles of Incorporation, as amendedCharter, Bylaws, as amended, or any other agreement, vote of stockholders or of disinterested directors, or otherwise, both as to action in the Indemnified Person’s official capacity and as to action in another capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Company in the position identified in the Introduction hereof. The Company hereby acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to to, (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Litigation Costs, irrespective of any right of recovery the Indemnitee may have from Third-Party Indemnitors or pursuant to any applicable insurance policy maintained by the Third-Party Indemnitors, and (ii) be required to advance the full amount of Litigation Costs incurred by Indemnitee and shall be liable for the full amount of all Losses to the extent not prohibited by applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor or its insurer on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution 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 the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 2.9 as though each such Third-Party Indemnitor were a party to this Agreement. (b) For purposes of this Agreement, “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification or advancement rights or insurance benefits other than (i) the Company, (ii) any Enterprise and (iii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Other Rights and Remedies. (a) The After the Closing, the indemnification rights provided hereby shall not be deemed of the parties under this Article X are the sole and exclusive rights and remedies the parties may have at Law or in equity for any misrepresentation or breach of warranty hereunder on the part of any other right to which the Indemnified Person may be entitled under any statuteparty hereto; provided, applicable provision of the Company’s Articles of Incorporationhowever, as amended, Bylaws, as amended, or any other agreement, vote of stockholders or of disinterested directors, or otherwise, both as to action that nothing contained in the Indemnified Person’s official capacity and as to action in another capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Company in the position identified in the Introduction hereof. The Company hereby acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to this Section 10.7(a) (i) be fully and primarily responsible for, and be shall limit the indemnitor of first resort with respect to, payment right to seek specific performance for any failure to perform any covenant or payment on behalf of the Indemnitee in respect of indemnification or advancement of Litigation Costs, irrespective of any right of recovery the Indemnitee may have from Third-Party Indemnitors or pursuant to any applicable insurance policy maintained by the Third-Party Indemnitorsagreement, and (ii) be required to advance the full amount of Litigation Costs incurred by Indemnitee and shall be liable for the full amount of all Losses deemed to the extent not prohibited by applicable law and as required by the terms of this Agreement, without regard to limit or restrict in any manner any rights or remedies which the Indemnitee may have against the Third-Party Indemnitors parties have, or pursuant to any insurance policy maintained by the Third-Party Indemnitors. Under no circumstance shall the Company might have, at Law, in equity or any Enterprise be entitled tootherwise, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution based on fraud or recovery a willful misrepresentation or willful breach of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor or its insurer on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution 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 the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 2.9 as though each such Third-Party Indemnitor were a party to this Agreementwarranty hereunder. (b) For purposes Except with respect to Third Party Claims, no party hereto shall be liable for, and the parties acknowledge and agree that the term “Losses” expressly excludes, any consequential, treble, punitive or other damages not expressly provided for in this Article X. (c) The amount of any Losses incurred by PW and Buyer shall be reduced by the net amount PW or Buyer or any of their subsidiaries recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer or other party liable for such Losses. PW and Buyer and their subsidiaries shall use commercially reasonable efforts to effect any such recovery. The amount of any Losses incurred by Seller and Parent shall be reduced by the net amount Seller or Parent or any of their subsidiaries recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer or other party liable for such Losses. Seller and Parent and their subsidiaries shall use commercially reasonable efforts to effect any such recovery. (d) If PW or Buyer or any of their Subsidiaries receives an amount under insurance coverage or from any Person with respect to Losses sustained at any time subsequent to any payment to PW pursuant to this AgreementArticle X, “Third-Party Indemnitor” means then PW shall promptly reimburse Seller for any person payment made up to such amount received by PW or entity that has Buyer, as applicable. If Seller or may in the future provide Parent or any of their Subsidiaries receives an amount under insurance coverage or from any Person with respect to the Indemnitee Losses sustained at any indemnification time subsequent to any payment to Parent pursuant to this Article X, then Parent shall promptly reimburse Buyer for any payment made up to such amount received by Seller or advancement rights or insurance benefits other than (i) the CompanyParent, (ii) any Enterprise and (iii) any entity or entities through which the Company maintains liability insurance applicable to the Indemniteeas applicable.

Other Rights and Remedies. (a) The Lender shall have all the rights provided hereby shall not be deemed exclusive and remedies of any other right to which a secured creditor under the Indemnified Person provisions of the New York Uniform Commercial Code, at may be entitled under amended from time to time. In addition, Lender shall have and may exercise any statute, applicable provision of the Company’s Articles of Incorporation, as amended, Bylaws, as amended, or any all other agreement, vote of stockholders or of disinterested directorsrights and remedies it may have available at law; in equity, or otherwise, both . Election of Remedies. Except as to action in the Indemnified Person’s official capacity and as to action in another capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Company in the position identified in the Introduction hereof. The Company hereby acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) may be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Litigation Costs, irrespective of any right of recovery the Indemnitee may have from Third-Party Indemnitors or pursuant to any applicable insurance policy maintained by the Third-Party Indemnitors, and (ii) be required to advance the full amount of Litigation Costs incurred by Indemnitee and shall be liable for the full amount of all Losses to the extent not prohibited by applicable law law, all of Lender's rights and as required remedies, whether evidenced by the terms of this Agreement, without regard the Related Documents, or by any other writing. shall be cumulative and may he exercised singularly or concurrently. Election by Lender to pursue any rights the Indemnitee may have against the Third-Party Indemnitors or pursuant to remedy will not bar any insurance policy maintained by the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled toother remedy, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution an election to make expenditures or recovery to take action to perform an obligation of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor or its insurer on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution 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 the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 2.9 as though each such Third-Party Indemnitor were a party to this Agreement. (b) For purposes of Grantor under this Agreement, “Third-Party Indemnitor” means any person or entity that has or may after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. JURY WAIVER. THE UNDERSIGNED AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, THE RELATED DOCUMENTS, OR ANY RELATIONSHIP BETWEEN OR AMONG THE UNDERSIGNED AND LENDER WHETHER ANY SUCH RIGHT NOW OR HEREAFTER EXISTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING EVIDENCED 8Y THIS DOCUMENT AND THE RELATED DOCUMENTS. GOVERNING LAW. The Lender's loan production office for this transaction is located at the address and in the future provide State (the "LPO State") indicated in the LPO address or the loan production office address on the first page of this document. This document will be governed by and interpreted in accordance with federal law and the laws of the LPO State, except for matters related to interest and the Indemnitee exportation of interest, which matters shall be governed by and interpreted in accordance with federal law (including, but not limited to, statutes, regulations, interpretations and opinions) and the laws of the State of Ohio. However, if there is ever a question about whether any indemnification provision of this document is valid or advancement rights enforceable, the provision that is questioned will be governed by whichever state or insurance benefits other than (i) federal law would find the Company, (ii) any Enterprise provision to be valid and (iii) any entity or entities through enforceable. The loan transaction which is evidenced by this document has been made in the Company maintains liability insurance applicable to the IndemniteeState of Ohio.

Other Rights and Remedies. Not Affected The indemnification rights of each Seller Indemnified Party under this Article VII are independent of and in addition to such rights and remedies as Fusion, Newco and the Seller Indemnified Party may have at law or in equity or otherwise for any misrepresentation, breach of warranty or failure to fulfill any agreement or covenant hereunder, including without limitation the right to seek specific performance, rescission or restitution, none of which rights or remedies shall be affected or diminished hereby. Page 31 7.4 Survival Notwithstanding any right of any Party to investigate fully the affairs of the other Party, Purchasers have the right to rely fully upon the representations, warranties, covenants and agreements of Sellers in this Agreement or in any Schedule, Exhibit, certificate or financial statement delivered pursuant hereto, except to the extent that Purchasers have actual knowledge to the contrary. All such representations, warranties, covenants and agreements by Sellers shall survive the execution and delivery hereof and the Closing hereunder and the Seller Indemnified Party shall be indemnified in accordance with this Article VII or other express provisions in this Agreement, and, except as otherwise specifically provided in this Agreement, the obligations shall thereafter terminate and expire at the end of the second (2"d) full year after the Closing Date unless a claim has been asserted prior to that date. ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING The respective obligations of Purchasers (see Section 8.1) and Sellers (see Section 8.2) to consummate the Transactions are subject to the satisfaction at or prior to the Closing Date of each of the following conditions: 8.1 Conditions Precedent to the Obligations of Purchasers The obligation of Purchasers to consummate the Transactions is subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by Purchasers in writing: (a) The rights provided hereby shall not be deemed exclusive representations and warranties of any other right to which the Indemnified Person may be entitled under any statute, applicable provision of the Company’s Articles of Incorporation, as amended, Bylaws, as amended, or any other agreement, vote of stockholders or of disinterested directors, or otherwise, both as to action in the Indemnified Person’s official capacity and as to action in another capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Company in the position identified in the Introduction hereof. The Company hereby acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Litigation Costs, irrespective of any right of recovery the Indemnitee may have from Third-Party Indemnitors or pursuant to any applicable insurance policy maintained by the Third-Party Indemnitors, and (ii) be required to advance the full amount of Litigation Costs incurred by Indemnitee and shall be liable for the full amount of all Losses to the extent not prohibited by applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor or its insurer on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution 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 the Indemnitee agree that each of the Third-Party Indemnitors Members and Sellers contained in Sections 3 and 4 shall be third-party beneficiaries with respect to true and correct in all respects as of the date of this Agreement entitled to enforce this Section 2.9 and on and as of the Closing Date, as though made on and as of the Closing Date. Each other representation and warranty of the Members and Sellers contained in this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each such Third-Party Indemnitor were a party to this Agreement. (b) For purposes case as of the date of this AgreementAgreement and on and as of the Closing Date, “Third-Party Indemnitor” means any person or entity that has or may in as though made on and as of the future provide to the Indemnitee any indemnification or advancement rights or insurance benefits other than (i) the Company, (ii) any Enterprise and (iii) any entity or entities through which the Company maintains liability insurance applicable to the IndemniteeClosing Date.

Other Rights and Remedies. (aA) The rights provided hereby To the greatest extent permitted by law, upon and after such entry into possession Landlord may, but shall have no obligation to, relet the Premises or any part thereof for the account of Tenant to any person, firm or corporation, other than Tenant, for such Rent, for such time and upon such terms as Landlord, in Landlord's sole discretion, shall determine, and Landlord shall not be deemed exclusive required to accept any tenant offered by Tenant or to observe any instruction given by Tenant about such reletting. (B) Suit or suits for the recovery of any other right to which the Indemnified Person may be entitled under any statute, applicable provision of the Company’s Articles of Incorporation, as amended, Bylaws, as amendedand all damages, or any installments thereof, provided for hereunder may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated under the provisions of this Article 17, or under provisions of any law, or had Landlord not re-entered the Premises. (C) Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any damages to which Landlord may lawfully be entitled in any case other agreementthan those particularly provided for above. (D) Should Landlord, vote following any breach or default of stockholders this Lease by Tenant, elect to keep this Lease in full force and effect, with Tenant retaining the right to possession of the Premises (notwithstanding the fact Tenant may have abandoned the Premises), then Landlord, besides all other rights and remedies Landlord may have at law or equity, shall have the right to enforce all of disinterested directorsLandlord's rights and remedies under this Lease, including the right to recover the installments of Rent as they become due under this Lease. During the period that Landlord elects to keep this Lease in full force and effect with Tenant retaining the right to possession of the Premises, Tenant shall have the right to assign and sublet as set forth in Article 19 hereof. Notwithstanding any such election to have this Lease remain in full force and effect, Landlord may at any time thereafter elect to terminate Tenant's right to possession of the Premises and thereby terminate this Lease for any previous breach or default which remains uncured, or for any subsequent breach or default. (E) Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed to Tenant's interest in such subleases, licenses, concessions or arrangements. In the event of Landlord's election to succeed to Tenant's interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder. (F) No reference to nor exercise of any specific right or remedy by Landlord shall prejudice or preclude Landlord from exercising or invoking any other remedy in respect thereof, whether allowed at law or in equity or expressly provided for herein. No such remedy shall be exclusive or dependent upon any other such remedy, but Landlord may from time to time exercise any one or more of such remedies independently or in combination. (G) In the event Landlord commences any summary proceeding or action for non-payment of Rent, Tenant covenants and agrees not to interpose, by consolidation of actions or otherwise, both as to any counterclaim in any such proceeding. To the extent permitted by law, the parties hereto shall and they hereby do waive trial by jury in any action or proceeding brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease or the Indemnified Person’s official capacity interpretation thereof, the relationship of Landlord and as to action in another capacity while holding such officeTenant, and shall continue after Tenant's use or occupancy of the Indemnified Person ceases to serve the Company in the position identified in the Introduction hereofPremises, and/or any claim of injury or damage. The Company hereby acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Litigation Costs, irrespective of any right of recovery the Indemnitee may have from Third-Party Indemnitors or pursuant to any applicable insurance policy maintained by the Third-Party Indemnitors, and (ii) be required to advance the full amount of Litigation Costs incurred by Indemnitee and shall be liable for the full amount of all Losses to the extent not prohibited by applicable law and as required by the terms provisions of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor or its insurer on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(sSection 17.b(iv)(G) shall have a right to receive from survive the Company, contribution 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 the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 2.9 as though each such Third-Party Indemnitor were a party to this Agreement. (b) For purposes termination of this Agreement, “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification or advancement rights or insurance benefits other than (i) the Company, (ii) any Enterprise and (iii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.Lease. ___________ ___________

Other Rights and Remedies. (a) The Upon the occurrence and during the continuance of an Event of Default, Agent may exercise from time to time any rights provided hereby shall and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not be deemed exclusive in lieu of, any rights and remedies expressly granted in this Agreement or in any of the other Loan Documents. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any other kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have the right to which store the Indemnified Person may same at any of Borrower’s premises without cost to Agent or Lenders. At Agent’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to Agent at one or more places to be entitled designated by Agent and reasonably convenient to Agent and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under any statutethis Agreement or the other Loan Documents, applicable provision of the Company’s Articles of Incorporationno remedy at law will provide adequate relief to Agent and Lenders, as amended, Bylaws, as amended, or any other agreement, vote of stockholders or of disinterested directors, or otherwise, both as to action in the Indemnified Person’s official capacity and as to action in another capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Company in the position identified in the Introduction hereof. The Company hereby acknowledges and agrees that Agent and Lenders shall be entitled to temporary and permanent injunctive relief in any such case without the Company shall, necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and to the extent applicable such notice shall cause any Enterprise to (i) be fully describe Agent and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Litigation Costs, irrespective of any right of recovery the Indemnitee may have from Third-Party Indemnitors or pursuant to any applicable insurance policy maintained by the Third-Party Indemnitors, and (ii) be required to advance the full amount of Litigation Costs incurred by Indemnitee and shall be liable for the full amount of all Losses to the extent not prohibited by applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors or pursuant to any insurance policy maintained by the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor or its insurer on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution 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 the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 2.9 as though each such Third-Party Indemnitor were a party to this Agreement. (b) For purposes of this Agreement, “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification or advancement rights or insurance benefits other than (i) the CompanyBorrower, (ii) any Enterprise and describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any entity public disposition or entities through the time after which any private sale is to be made. Agent and Lenders may disclaim any warranties that might arise in connection with the Company maintains liability insurance applicable sale, lease or other disposition of the Collateral and has no obligation to the Indemniteeprovide any warranties at such time.