Priority of Indemnification. With respect to any Indemnified Person who has rights to indemnification, advancement of expenses or insurance provided by any stockholder of the Corporation, the Corporation and its respective direct and indirect Subsidiaries (collectively, the “Company Group”), then the Company Group shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Person acting in such capacity or capacities on behalf or at the request of the Board of Directors, the Corporation or any other member of the Company Group, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract or otherwise. Notwithstanding the fact that any stockholder of the Corporation and its Affiliates other than the Company Group (such Persons (excluding any member of the Company Group), together with their respective heirs, successors and assigns, the “Other Indemnitors”) may have concurrent liability to an Indemnified Person with respect to the Indemnity Obligations, the Corporation hereby agrees that in no event shall the Corporation or any other member of the Company Group have any right or claim against any of the Other Indemnitors for contribution or have rights of subrogation against any Other Indemnitors through an Indemnified Person for any payment made by the Corporation or any other member of the Company Group with respect to any Indemnity Obligation. In addition, the Corporation hereby agrees that no advancement or payment by the Other Indemnitors on behalf of an Indemnified Person with respect to any claim for which an Indemnified Person has sought indemnification from the Corporation or any other member of the Company Group shall affect the foregoing and 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 Indemnified Person against the Corporation or any other member of the Company Group.
Priority of Indemnification. Notwithstanding the foregoing, to the extent that provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten offering are in conflict with the foregoing, the provisions of the underwriting agreement shall prevail (in respect of any party to this Agreement that also is a party to the underwriting agreement).
Priority of Indemnification. If indemnification is available under this Section 6, the indemnifying parties shall indemnify each indemnified party to the full extent provided in subparagraphs (a) and (b) of this paragraph without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 6.
Priority of Indemnification. The Company acknowledges that the Board Representative has certain rights to indemnification, advancement of expenses and/or insurance provided by certain affiliates of the Board Representative (collectively, the “Third Party Indemnitors”). The Company agrees that (i) it is the indemnitor of first resort (i.e., its indemnification obligations to the Board Representative are primary and any obligation of the Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), (ii) to the extent legally permitted and required by the terms of this Agreement and the Articles of Incorporation or bylaws of the Company, as may be amended from time to time (or any other agreement between the Company and the Board Representative), it shall be required to advance the full amount of expenses incurred by the Board Representative and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement without regard to any rights the Board Representative may have against the Third Party Indemnitors and, (iii) it irrevocably waives, relinquishes and releases the Third Party Indemnitors from any and all claims against the Third Party 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 Third Party Indemnitors on behalf of the Board Representative with respect to any claim for which the Board Representative has sought indemnification from the Company shall affect the foregoing and the Third Party 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 Board Representative against the Company.
Priority of Indemnification. Prairie hereby acknowledges that each Holder Indemnified Person and Designated Director, and their respective heirs or representatives (each, a “Purchaser Indemnitee”), may have certain rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of Purchaser (collectively, the “Purchaser Indemnitors”) and that, notwithstanding anything to the contrary in this Agreement (including as set forth in Section 5 and Section 8(c)): (i) Prairie is the indemnitor of first resort and the Purchaser Indemnitors are the indemnitors of last resort in connection with any claims for indemnification from Purchaser Indemnitees, (ii) Prairie will be required to advance the full amount of expenses incurred by each Purchaser Indemnitee and will be liable for the full amount of all losses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by Section 5 or Section 8(c), as applicable, without regard to any rights each Purchaser Indemnitee may have against the Purchaser Indemnitors, and (iii) the Parties irrevocably waive, relinquish and release the Purchaser Indemnitors from any and all claims against the Purchaser Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Notwithstanding anything to the contrary in this Agreement, no advancement or payment by the Purchaser Indemnitors on behalf of a Purchaser Indemnitee with respect to any claim for which such Purchaser Indemnitee has sought indemnification or advancement of expenses from Prairie will affect the foregoing and the Purchaser Indemnitors will 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 Purchaser Indemnitee against Prairie. The Purchaser Indemnitors are express third party beneficiaries of the terms of this Section 13(l).
Priority of Indemnification. Notwithstanding anything to the contrary in this Agreement, the General Partner’s obligation, if any, to indemnify or advance expenses to any Covered Person under the GP LLC Agreement or otherwise is intended to be secondary to any such obligation of, and shall be reduced by any amount such Covered Person may collect as indemnification or advancement from, the Partnership or any of its Subsidiaries or any insurance policies of the Partnership or any of its Subsidiaries, and the General Partner shall, to the fullest extent permitted by Law, be fully subrogated to all rights of such Covered Persons against the Partnership or its Subsidiaries or insurance policies of the Partnership or its Subsidiaries.
Priority of Indemnification. Notwithstanding the foregoing provisions, any indemnification set forth herein shall be fully subordinate to the Obligations and, to the fullest extent permitted by law, shall not constitute a claim against the Company in the event that the Company’s cash flow is insufficient to pay all its obligations to creditors. This Section 5.4 shall survive any termination of this Agreement.
Priority of Indemnification. The Majority Stockholder Group shall seek to recover on any claim for indemnification hereunder (except for any claim for indemnification hereunder against a Management Stockholder arising from or attributable to the breach by such Management Stockholder of his representations and warranties in Section 10 hereof) in the following priority: first, from the Company, and second, only in the event, and only to the extent, that the Company is unable to satisfy a valid claim for indemnification hereunder within a reasonable time, from the Management Stockholders. To the extent that the Company, prior to satisfying a valid claim for indemnification hereunder, has utilized all or part of the Company's Basket Amount, each Management Stockholder's Basket Amount shall be reduced in proportion to the percentage of the Company's Basket Amount so utilized. Any payment by the Company on a valid claim for indemnification hereunder shall take into account that the Majority Stockholder owns a portion of the equity of the Company and such payment shall, therefore, be increased in accordance with the following formula: 23 Company Payment = Claim Amount/ (1 - Majority Stockholder's Equity Percentage)
Priority of Indemnification. Notwithstanding any provision of this Agreement, the Certificate, or other organizational document of the Company or any of its subsidiaries, or contract to which the Company or any of its subsidiaries is a party, to the contrary, the Company and each of its subsidiaries acknowledges and agrees that the Company and its subsidiaries are, and shall at all times be, the indemnitors of first resort with respect to any and all matters for which advancement of expenses and indemnification are provided by the Company or its subsidiaries to or on behalf of holders of Class A Units (each such Person, an “Indemnitee”) and the obligations of the Company and its subsidiaries to each Indemnitee are primary. The Company and each of its subsidiaries hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each of its Affiliates not to exercise), any claims or rights that it or any of its Affiliates may now have or hereafter acquire against any Indemnitee or Affiliate thereof that arise from or relate to the existence, payment, performance or enforcement obligation of the Company, such subsidiary or their respective Affiliates to any Indemnitee, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, whether such right to claim, take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.
Priority of Indemnification. Seller’s indemnification obligations pursuant to this ARTICLE VI that has been fully and finally determined shall be satisfied only as follows, without duplication and with at least 10 days’ advance written notice to Seller:
(a) first, an amount of Seller’s Indemnity Amount up to the principal amount payable but not yet paid under the Seller Notes, as they become due, shall be subtracted from the amount due to Seller under the Seller Notes;
(b) second, to the extent Seller’s Indemnity Amount exceeds the principal amount payable but not yet paid under the Seller Notes such amounts shall be subtracted from the Remaining Earn-out Amount;
(c) Any Indemnity Amounts paid to Seller will reduce the amount owed under the Seller Notes or Remaining Earn-Out Amounts.
