Common use of Indemnitor of First Resort Clause in Contracts

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that a) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that b) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that c) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee ▇▇▇▇▇▇▇▇▇▇ has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of the Company Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), ; (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, ; and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third third-party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and and, (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that i) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of the Company Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that i) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that a) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), ; (b)that b) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines liabilities fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, ; and (c)that c) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third third-party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee ▇▇▇▇▇▇▇▇▇▇ has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

Indemnitor of First Resort. The Company hereby acknowledges If and to the extent that the Indemnitee may have certain has rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons through its investment fund(s), corporate entity(s) with whom which the Indemnity is affiliated, employer(s) or which Indemnitee may be associated their affiliates, (collectively, the “Alternative "Fund Indemnitors”"). The , the Company hereby agrees that (a)that i) between the Company and the Fund Indemnitors, it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Fund Indemnitors to advance Expenses or to provide indemnification for the same Expenses or other liabilities incurred by Indemnitee are secondary), ; (b)that ii) it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expensesindemnification payments, judgments, penalties, Fines and amounts paid in settlement each to the extent legally permitted and as required by the terms of this Agreement and Agreement, the Memorandum and Articles of Articles, the Company (Bylaws or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Fund Indemnitors, ; and (c)that iii) it irrevocably waives, relinquishes and releases the Alternative Fund Indemnitors from any and all claims against the Alternative Fund 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 Alternative Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative Fund 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Fund Indemnitors are express third party beneficiaries of the terms of this Section 10section.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and Agreement, the Memorandum and Articles of Charter or the Company Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee I▇▇▇▇▇▇▇▇▇ has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third third-party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee ▇▇▇▇▇▇▇▇▇▇ has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that a Dell or Silver Lake Indemnitee may have certain rights to indemnification, advancement of Expenses and/or expenses or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”)an Indemnitee-Related Entity. The Company hereby agrees that (a)that i) it is the indemnitor of first resort (i.e., its obligations to any Dell or Silver Lake Indemnitee are primary and any obligation of the Alternative Indemnitors Indemnitee-Related Entity to advance Expenses expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by a Dell or Silver Lake Indemnitee are secondary), (b)that ii) it shall be is required to advance the full amount of Expenses incurred by any Dell or Silver Lake Indemnitee and shall will be liable for the full amount of all Expenses, judgments, penalties, Fines fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of the Company Charter Documents (or any other agreement between the Company and Indemniteeindemnitee), without regard to any rights such Dell or Silver Lake Indemnitee may have against the Alternative IndemnitorsIndemnitee-Related Entity, and (c)that iii) it irrevocably waives, relinquishes and releases the Alternative Indemnitors Indemnitee-Related Entity from any and all claims against the Alternative Indemnitors Indemnitee-Related Entity for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Alternative Indemnitors Indemnitee-Related Entity on behalf of a Dell or Silver Lake Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company shall will affect the foregoing foregoing, and the Alternative Indemnitors shall indemnitee-Related Entity will have a right of contribution and/or or be subrogated (or both) to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that a) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that a) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that a) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have has certain rights to indemnification, advancement of Expenses expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated [fund investor] and certain of its affiliates (collectively, the “Alternative Fund Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Fund Indemnitors to advance Expenses expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses expenses incurred by Indemnitee indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles certificate of incorporation or bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Fund Indemnitors, and and, (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Fund Indemnitors from any and all claims against the Alternative Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof, but only to the extent not in contradiction of or prohibited by any of the Company’s applicable D&O insurance policies. The Company further agrees that no advancement or payment by the Alternative Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative Fund 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Fund Indemnitors are express third party beneficiaries of the terms of this Section 1017.]

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have has certain rights to indemnification, advancement of Expenses expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated [Name of /Sponsor] and certain of [its][their] affiliates (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and and, (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative Indemnitors for contribution, subrogation or any other recovery of any kind in SGY Form 2017 respect thereof. The Company further agrees that no advancement or payment by the Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 1019.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 107.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee Covered Persons may have certain rights to indemnification, advancement of Expenses expenses and/or insurance provided by one or more Persons who employ Covered Persons or of which any Covered Person is a partner or member or with whom such Persons’ respective affiliated investment funds, managed funds and management companies, if applicable, or which Indemnitee may be associated such Persons’ respective affiliates (collectively, the “Alternative Secondary Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e.resort—meaning that, its obligations to Indemnitee under this Article XI are primary and any obligation of the Alternative Secondary Indemnitors to advance Expenses or to expenses and provide indemnification for the same Expenses or expenses and liabilities incurred by Indemnitee Covered Persons are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses expenses incurred by Indemnitee Covered Persons and shall be liable for the full amount of all Expensesany losses, claims, damages, liabilities and expenses (including, without limitation, attorneys’ fees and expenses, judgments, penaltiesfines, Fines penalties and amounts paid in settlement settlement) to the extent legally permitted and as required by the terms of this Agreement, the Certificate of Formation, the Stockholder Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee)any Covered Persons, without regard to any rights Indemnitee that Covered Persons may have against the Alternative Indemnitors, Secondary Indemnitors and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Secondary Indemnitors from any and all claims that it has or may have against the Alternative Secondary 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 Alternative Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Alternative Secondary 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 Indemnitee such Covered Persons against the Company. The Company and Indemnitee each Covered Person agree that the Alternative Secondary Indemnitors are express third third-party beneficiaries of the terms of this Section 10Article XI.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and Agreement, the Memorandum and Articles of Charter or the Company Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third third-party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or expenses or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”)an Indemnitee-Related Entity. The Company hereby agrees that (a)that i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors Indemnitee-Related Entity to advance Expenses expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (b)that ii) it shall be is required to advance the full amount of Expenses incurred by Indemnitee and shall will be liable for the full amount of all Expenses, judgments, penalties, Fines fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of the Company Charter Documents (or any other agreement between the Company and Indemnitee), without regard to any rights such Indemnitee may have against the Alternative IndemnitorsIndemnitee-Related Entity, and (c)that iii) it irrevocably waives, relinquishes and releases the Alternative Indemnitors Indemnitee-Related Entity from any and all claims against the Alternative Indemnitors Indemnitee-Related Entity for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Alternative Indemnitors Indemnitee-Related Entity on behalf of Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company shall will affect the foregoing foregoing, and the Alternative Indemnitors shall Indemnitee-Related Entity will have a right of contribution and/or or be subrogated (or both) to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that a) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that b) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c)that c) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated NGP Natural Resources XI, L.P., a Delaware limited partnership and certain of its affiliates (collectively, the “Alternative Indemnitors”), that may or do relate to any matter in which indemnification is or may be available pursuant to Section 3 (“Covered Matters”). The Company hereby agrees (a)that that, relative to the Alternative Indemnitors, with respect to Covered Matters, it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (b)that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, ) and (c)that ii) it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 1018.

Indemnitor of First Resort. The Company hereby acknowledges If and to the extent that the Indemnitee may have certain has rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons through its investment fund(s), corporate entity(s) with whom which the Indemnity is affiliated, employer(s) or which Indemnitee may be associated their affiliates, (collectively, the “Alternative Fund Indemnitors”). The , the Company hereby agrees that (a)that i) between the Company and the Fund Indemnitors, it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Fund Indemnitors to advance Expenses or to provide indemnification for the same Expenses or other liabilities incurred by Indemnitee are secondary), ; (b)that ii) it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expensesindemnification payments, judgments, penalties, Fines and amounts paid in settlement each to the extent legally permitted and as required by the terms of this Agreement and Agreement, the Memorandum and Articles of Articles, the Company (Bylaws or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Fund Indemnitors, ; and (c)that iii) it irrevocably waives, relinquishes and releases the Alternative Fund Indemnitors from any and all claims against the Alternative Fund 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 Alternative Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative Fund 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Fund Indemnitors are express third party beneficiaries of the terms of this Section 10section.

Indemnitor of First Resort. The Company and each Member hereby acknowledges acknowledge that Indemnitee may certain of the Covered Persons (the “Member Indemnitees”) have certain rights to indemnification, advancement of Expenses and/or expenses or insurance provided by one a Member or more Persons with whom or which Indemnitee may be associated certain of its Affiliates (collectively, the “Alternative Member Indemnitors”). The Company hereby agrees agrees, and the Members hereby acknowledge, that: (a)that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b)that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines and amounts paid in settlement a) to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of the Company Certificate (or by the terms of any other agreement between the Company and a Member Indemnitee), (i) the Company is the indemnitor of first resort (i.e., its obligations to each Member Indemnitee are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Member Indemnitee are secondary), and (ii) the Company shall be required to advance the full amount of expenses incurred by a Member Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Member Indemnitee may have against the Alternative Member Indemnitors, and (c)that it b) the Company irrevocably waives, relinquishes and releases the Alternative Member Indemnitors from any and all claims against the Alternative Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofof any of the matters described in clause (a) of this sentence for which any Member Indemnitee has received indemnification or advancement from the Company. The Company further agrees that no advancement or payment by the Alternative Member Indemnitors on behalf of any Member Indemnitee with respect to any claim for which a Member Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Alternative 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 such Member Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

Indemnitor of First Resort. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a)that a) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), ; (b)that b) that it shall be required to advance the full amount of Expenses incurred by Indemnitee 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 this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, ; and (c)that c) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative 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 Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Alternative 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 Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third third-party beneficiaries of the terms of this Section 109.

Indemnitor of First Resort. The Company hereby acknowledges Certain Covered Persons that Indemnitee are directors, officers, employees, stockholders, partners, limited partners, members, equityholders, managers, or advisors of any Member or any of such Member’s Affiliates or that are otherwise Directors (each such Person, a “Fund Indemnitee”) may have certain rights to indemnification, advancement of Expenses expenses and/or insurance provided by one or more Persons with whom on behalf of such Member and/or its Affiliates or which Indemnitee may be associated such Fund Indemnitees personally (collectively, the “Alternative “ Fund Indemnitors”). The Notwithstanding anything to the contrary in this Agreement or otherwise: (i) the Company hereby agrees (a)that it is the indemnitor of first resort (i.e., its the Company’s obligations to each Fund Indemnitee are primary and any obligation of the Alternative Fund Indemnitors to advance Expenses in respect of a Loss or to provide indemnification for the same Expenses or liabilities such Losses incurred by each Fund Indemnitee are secondary), (b)that it ii) the Company shall be required to advance the full amount of Expenses Losses incurred by each Fund Indemnitee and shall will be liable for the full amount of all Expenses, judgments, penalties, Fines and amounts such Losses paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of the Company (or any other agreement between the Company and Indemnitee)Agreement, without regard to any rights each Fund Indemnitee may have against the Alternative Fund Indemnitors, and (c)that it iii) the Company irrevocably waives, relinquishes and releases the Alternative Fund Indemnitors from any and all claims against the Alternative Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that Notwithstanding anything to the contrary in this Agreement or otherwise, no advancement or payment by the Alternative Fund Indemnitors on behalf of a Fund Indemnitee with respect to any claim for which such Fund Indemnitee has sought indemnification or advancement of Losses from the Company shall affect the foregoing and the Alternative Fund Indemnitors shall 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 Fund Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Fund Indemnitors are express third party beneficiaries of the terms of this Section 109.2(e).