Common use of Coordination of Payments Clause in Contracts

Coordination of Payments. The indemnification obligation of the Company to an Indemnitee with respect to any indemnifiable amounts shall be reduced by any indemnification payments actually received by such Indemnitee from any member of the Company Group with respect to the same indemnifiable amounts. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Agreement, the parties hereto intend that, to the maximum extent permitted by law, as between (a) the Company Group and (b) the Company, this Agreement shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable person in the Company Group having primary liability and the Company having only secondary liability. The possibility that an Indemnitee may receive indemnification payments from a person in the Company Group shall not restrict the Company from making payments under this Agreement to an Indemnitee that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve any person in the Company Group from any liability that it would otherwise have to make indemnification payments to such Indemnitee and, if an Indemnitee that has received indemnification payments from the Company actually receives duplicative indemnification payments from a person in the Company Group for the same indemnifiable amounts, such Indemnitee shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Agreement, a person in the Company Group’s obligation to make indemnification payments to an Indemnitee is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Agreement, or if otherwise necessary to effect the intention of the parties hereto in this Agreement, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) such Person in the Company Group for amounts paid by the Company to an Indemnitee that relieved or reduced the obligation of such person in the Company Group to such Indemnitee. As used in this Agreement, “indemnification” payments made or to be made by a person in the Company Group shall be deemed to include (i) advancement of expenses in connection with indemnification obligations, (ii) payments made or to be made by any successor to the indemnification obligations of such person in the Company Group and (iii) equivalent payments made or to be made by or on behalf of such person in the Company Group (or such successor) pursuant to an insurance policy or similar arrangement.

Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, and, if following receipt by Indemnitee of any such payment, Indemnitee is required to return such payment (or any portion of such payment) to the payor thereof, the Company shall be obligated to Indemnitee in respect of such amounts to the extent that such amounts would otherwise be indemnifiable or payable or reimbursable as Expenses hereunder [; provided, however, that (i) the Company hereby agrees that it is the indemnitor of first resort under this Agreement and under any other indemnification agreement (i.e., their obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary and any obligation of the Designating Stockholder (or any affiliate thereof other than the Company) to provide advancement or indemnification for the same Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee are secondary), and (ii) if the Designating Stockholder (or any affiliate thereof other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) pursuant to which Indemnitee is entitled to indemnification from the Company or any affiliate of the Company, then (x) the Designating Stockholder (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless the Designating Stockholder (or such other affiliate) for all such payments actually made by the Designating Stockholder (or such other affiliate) to the extent the Company is otherwise liable pursuant to the charter or bylaws of the Company to an Indemnitee with respect to any indemnifiable amounts shall be reduced by any indemnification payments actually received by such Indemnitee from any member of the Company Group with respect to the same indemnifiable amounts. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Agreement, the parties hereto intend that, to the maximum extent permitted by law, as between (a) the Company Group and (b) the Company, this Agreement shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable person in the Company Group having primary liability and the Company having only secondary liability. The possibility that an Indemnitee may receive indemnification payments from a person in the Company Group shall not restrict the Company from making payments under this Agreement to an Indemnitee that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve any person in the Company Group from any liability that it would otherwise have to make indemnification payments to such Indemnitee and, if an Indemnitee that has received indemnification payments from the Company actually receives duplicative indemnification payments from a person in the Company Group for the same indemnifiable amounts, such Indemnitee shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Agreement, a person in the Company Group’s obligation to make indemnification payments to an Indemnitee is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Agreement, or if otherwise necessary to effect the intention of the parties hereto in this Agreement, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) such Person in the Company Group for amounts paid by the Company to an Indemnitee that relieved or reduced the obligation of such person in the Company Group to such Indemnitee. As used in this Agreement, “indemnification” payments made or to be made by a person in the Company Group shall be deemed to include (i) advancement of expenses in connection with indemnification obligations, (ii) payments made or to be made by any successor to the indemnification obligations of such person in the Company Group and (iii) equivalent payments made or to be made by or on behalf of such person in the Company Group (or such successor) pursuant to an insurance policy or similar arrangementDesignating Stockholder]13.

Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise; provided, however, that (i) the Company hereby agrees that it is the indemnitor of first resort under this Agreement and under any other indemnification agreement (i.e., their obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary and any obligation of the Designating Stockholder (or any affiliate thereof other than the Company) to provide advancement or indemnification for the same Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee are secondary), and (ii) if the Designating Stockholder (or any affiliate thereof other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) pursuant to which Indemnitee is entitled to indemnification from the Company or any affiliate of the Company, then (x) the Designating Stockholder (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless the Designating Stockholder (or such other affiliate) for all such payments actually made by the Designating Stockholder (or such other affiliate) to the extent the Company is otherwise liable pursuant to the charter or bylaws of the Company to an Indemnitee with respect to any indemnifiable amounts shall be reduced by any indemnification payments actually received by such Indemnitee from any member of the Company Group with respect to the same indemnifiable amounts. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Agreement, the parties hereto intend that, to the maximum extent permitted by law, as between (a) the Company Group and (b) the Company, this Agreement shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable person in the Company Group having primary liability and the Company having only secondary liability. The possibility that an Indemnitee may receive indemnification payments from a person in the Company Group shall not restrict the Company from making payments under this Agreement to an Indemnitee that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve any person in the Company Group from any liability that it would otherwise have to make indemnification payments to such Indemnitee and, if an Indemnitee that has received indemnification payments from the Company actually receives duplicative indemnification payments from a person in the Company Group for the same indemnifiable amounts, such Indemnitee shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Agreement, a person in the Company Group’s obligation to make indemnification payments to an Indemnitee is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Agreement, or if otherwise necessary to effect the intention of the parties hereto in this Agreement, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) such Person in the Company Group for amounts paid by the Company to an Indemnitee that relieved or reduced the obligation of such person in the Company Group to such Indemnitee. As used in this Agreement, “indemnification” payments made or to be made by a person in the Company Group shall be deemed to include (i) advancement of expenses in connection with indemnification obligations, (ii) payments made or to be made by any successor to the indemnification obligations of such person in the Company Group and (iii) equivalent payments made or to be made by or on behalf of such person in the Company Group (or such successor) pursuant to an insurance policy or similar arrangementDesignating Stockholder.