Common use of Primary Obligation Clause in Contracts

Primary Obligation. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members and certain of their Affiliates (collectively, the “Member Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 and 8.4 are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 and 8.4 of this Agreement (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, and (iii) that the Company 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 a Covered Person with respect to any claim for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 and 8.4 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 Covered Person against the Company. The Company agrees that the Member Indemnitors who are not Members are express third party beneficiaries of the terms of this Section 8.6.

Primary Obligation. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members and certain of their Affiliates (collectively, the “Member Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 7.3 and 8.4 7.4 are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 7.3 and 8.4 7.4 of this Agreement (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, and (iii) that the Company 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 a Covered Person with respect to any claim for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 7.3 and 8.4 7.4 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 Covered Person against the Company. The Company agrees that the Member Indemnitors who are not Members are express third party beneficiaries of the terms of this Section 8.67.6.

Primary Obligation. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members a Member and certain of their its Affiliates (collectively, the “Member Indemnitors”). The Company hereby agrees (i) that it (a) is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 and 8.4 this Article VII are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), ; (iib) that it shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 and 8.4 of this Agreement Article VII (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, ; and (iiic) that the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims Liabilities 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 a Covered Person with respect to any claim Liability for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 and 8.4 this Article VII shall affect the foregoing 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 Covered Person against the Company. The Company agrees that the Member Indemnitors who are not Members are express third party beneficiaries of the terms of this Section 8.67.10.

Primary Obligation. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members a Member and certain of their Affiliates (collectively, the “Member Indemnitors”). The Company hereby agrees (ia) that it is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 Section 7.3 and 8.4 Section 7.4 are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), (iib) that it shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 Section 7.3 and 8.4 Section 7.4 of this Agreement (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, and (iiic) that the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims 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 a Covered Person with respect to any claim Claim for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 Section 7.3 and 8.4 Section 7.4 shall affect the foregoing 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 Covered Person against the Company. The Company agrees that the Member Indemnitors who are not Members are express third party Third Party beneficiaries of the terms of this Section 8.6.7.6. HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). ARTICLE 8

Primary Obligation. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members a Member and certain of their its Affiliates (collectively, the “Member Indemnitors”). The Company hereby agrees (ia) that it is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 Section 5.3 and 8.4 Section 5.4 are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), (iib) that it shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 Section 5.3 and 8.4 of this Agreement Section 5.4 (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, and (iiic) that US-DOCS\83202430.20 the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims 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 a Covered Person with respect to any claim Claim for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 Section 5.3 and 8.4 Section 5.4 shall affect the foregoing 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 Covered Person against the Company. The Company agrees that the Member Indemnitors who are not Members are express third party Third Party beneficiaries of the terms of this Section 8.65.6.

Primary Obligation. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members a Member and certain of their its Affiliates (collectively, the “Member Indemnitors”). The Company hereby agrees (ia) that it is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 Section 5.3 and 8.4 Section 5.4 are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), (iib) that it shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 Section 5.3 and 8.4 of this Agreement Section 5.4 (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, and (iiic) that the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims 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 a Covered Person with respect to any claim Claim for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 Section 5.3 and 8.4 Section 5.4 shall affect the foregoing 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 Covered Person against the Company. The Company agrees that the Member Indemnitors who are not Members are express third party Third Party beneficiaries of the terms of this Section 8.65.6.

Primary Obligation. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members the Member and certain of their Affiliates its affiliates (collectively, the “Member Indemnitors”). The Company hereby agrees (ia) that it is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 Section 6.3 and 8.4 Section 6.6 are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), (iib) that it shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 Section 6.3 and 8.4 of this Agreement Section 6.6 (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, and (iiic) that that, to the fullest extent permitted by applicable law, the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims Claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof; provided, however, that no Covered Person shall be entitled to duplicate recovery pursuant to this Agreement for any Liability or Claim to the extent such Covered Person has received advancement or payment with respect to such Liability or Claim from or on behalf of the Operating Company, Xxxx Midstream LP, Xxxx Midstream GP LP or Xxxx Midstream GP LLC. The Except as set forth in the immediately preceding sentence, the Company further agrees that no advancement or payment by the Member Indemnitors on behalf of a Covered Person with respect to any claim Claim for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 Section 6.3 and 8.4 Section 6.6 shall affect the foregoing 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 Covered Person against the Company. The Company agrees that the Member Indemnitors who are not Members are express third party beneficiaries of the terms of this Section 8.66.7.

Primary Obligation. The Company Each Member hereby acknowledges acknowledges, on behalf of itself and the Company, that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by Members a Member and certain of their Affiliates (collectively, the “Member Indemnitors”). The Company Each Member hereby agrees agrees, on behalf of itself and the Company, (ia) that it the Company is the indemnitor of first resort (i.e., its obligations to the Covered Persons under Sections 8.3 Section 3.11(c) and 8.4 Section 3.11(d) are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary), (iib) that it the Company shall be required to advance the full amount of expenses incurred by the Covered Persons 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 Sections 8.3 Section 3.11(c) and 8.4 Section 3.11(d) of this Agreement (or any other agreement between the Company and the Covered Person), without regard to any rights the Covered Person may have against the Member Indemnitors, and (iiic) that the Company 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 Each Member hereby agrees, on behalf of itself and the Company, that no advancement or payment by the Member Indemnitors on behalf of a Covered Person with respect to any claim for which the Covered Person has sought indemnification from the Company pursuant to Sections 8.3 and 8.4 3.11(c) 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 Covered Person against the Company. The Company agrees Each Member hereby agrees, on behalf of itself and the Company, that the Member Indemnitors who are not Members are express third party beneficiaries of the terms of this Section 8.63.11(e).