Common use of Priority of Indemnification Clause in Contracts

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. With respect (a) Each member of the Company Group hereby acknowledge that the D&O Indemnified Parties nominated pursuant to any Indemnified Person who has this ARTICLE II may have certain rights to indemnification, advancement of expenses or insurance provided by any stockholder the Shareholders that nominated such directors, managers or Board Observers pursuant to Nomination Rights or otherwise and certain of the Corporationtheir Affiliates or Related Funds or their Affiliates’ and Related Funds’ respective partners (whether general, the Corporation limited or otherwise), shareholders, members, directors, officers, fiduciaries, managers, members, controlling Persons, employees and its respective direct and indirect Subsidiaries agents (collectively, the “Company GroupInstitutional Indemnitors”), 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 . Each member of the Company GroupGroup hereby agrees (i) that they are the indemnitors of first resort (i.e., in their obligations to such capacity, whether the Indemnity Obligations D&O Indemnified Parties are created by law, organizational or constituent documents, contract or otherwise. Notwithstanding the fact that primary and any stockholder obligation of the Corporation Institutional Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such D&O Indemnified Parties are secondary), (ii) that they shall be required to advance the full amount of expenses incurred by such D&O Indemnified Parties and its Affiliates other than shall be liable for the Company Group (such Persons (excluding 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 the Organizational Documents of 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 Group (or any other agreement between a member of the Company Group and such D&O Indemnified Parties), without regard to any rights such D&O Indemnified Parties may have against the Institutional Indemnitors, and (iii) that they irrevocably waive, relinquish and release the Institutional Indemnitors from any right or claim and all claims against any of the Other Institutional Indemnitors for contribution or have rights of contribution, subrogation against any Other Indemnitors through an Indemnified Person for any payment made by the Corporation or any other recovery of any kind in respect thereof. Each member of the Company Group with respect to any Indemnity Obligation. In addition, the Corporation hereby further agrees that no advancement or payment by the Other Institutional Indemnitors on behalf of an such D&O Indemnified Person Parties with respect to any claim for which an such D&O Indemnified Person has Parties have sought indemnification from the Corporation or any other a member of the Company Group shall affect the foregoing and the Other Institutional 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 D&O Indemnified Person Parties against the Corporation or any other a member of the Company Group.

Priority of Indemnification. With respect to any Indemnified Person who has rights to indemnification, advancement of expenses or insurance provided by any stockholder of PubCo or the Corporation, other than each of PubCo, 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 PubCo or 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.