Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, (a) Veralto is the indemnitor of first resort (i.e., Veralto’s obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees are primary, and any obligation of the ▇▇▇▇▇▇▇ Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee are secondary), (b) Veralto shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees 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, any other agreement between Veralto and the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto and (c) Veralto hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ 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 Indemnitee, as applicable, against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilities.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (Veralto Corp), Separation and Distribution Agreement (Danaher Corp /De/), Separation and Distribution Agreement (Veralto Corp)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Vontier and its Subsidiaries designated by ▇▇▇▇▇▇▇ Fortive or its Affiliates (the “▇▇▇▇▇▇▇ Fortive D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ Fortive or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Fortive Indemnitors”) in connection with their service as directors or officers of Veralto Vontier or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Fortive Indemnitor, (a) Veralto Vontier is the indemnitor of first resort (i.e., VeraltoVontier’s obligations to the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees are primary, and any obligation of the ▇▇▇▇▇▇▇ Fortive Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee are secondary), (b) Veralto Vontier shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees 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, any other agreement between Veralto Vontier and the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Vontier and (c) Veralto Vontier hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Fortive Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Fortive Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Fortive Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ Fortive D&O Indemnitee has sought or may seek indemnification from VeraltoVontier, (i) VeraltoVontier’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Fortive 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 ▇▇▇▇▇▇▇ Fortive D&O Indemnitee, as applicable, against Veralto, Vontier and (iii) for the avoidance of doubt, all damages, costs, costs losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee in connection with his or her service as a director or officer of Veralto Vontier or any of its Subsidiaries shall constitute Veralto Vontier Liabilities.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Vontier Corp), Separation and Distribution Agreement (Vontier Corp), Separation Agreement (Vontier Corp)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Corporation hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or and insurance provided by ▇▇▇▇▇▇▇ one or more persons with whom or which Indemnitee may be associated (including, without limitation, KKR & Co. L.P. and certain of its Affiliates affiliates) (collectively, the “▇▇▇▇▇▇▇ Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnificationperson, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, a “Sponsor Entity”). The Corporation hereby acknowledges and agrees that (ai) Veralto is the Corporation shall be the indemnitor of first resort with respect to any matter that is the subject of the indemnity obligations provided hereunder, (i.e.ii) the Corporation shall be primarily liable for all indemnity obligations provided hereunder and any indemnification afforded to Indemnitee, Veralto’s obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees are primarywhether created by applicable law, and organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of the ▇▇▇▇▇▇▇ Indemnitors any other persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee or advance expenses to or on behalf of Indemnitee in respect of any matter shall be secondary to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee are secondary)obligations of the Corporation hereunder, (biv) Veralto the Corporation shall be required to indemnify Indemnitee and advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to Indemnitee hereunder to the fullest extent legally permitted and as required by the terms of this Agreementprovided herein without regard to any rights Indemnitee may have against any other person with whom or which Indemnitee may be associated (including, without limitation, any other agreement between Veralto and the ▇▇▇▇▇▇▇ D&O Indemnitees Sponsor Entity) or the certificate insurer of incorporation or bylaws of Veralto any such person and (cv) Veralto hereby the Corporation irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Indemnitors any other person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) from any and all claims against any claim of the ▇▇▇▇▇▇▇ Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofof amounts paid by the Corporation hereunder. In additionthe event any other Person with whom or which Indemnitee may be associated (including, notwithstanding without limitation, any advancement Sponsor Entity) or payment their insurers advances or extinguishes any liability or loss which is the subject of any indemnity obligation owed by the ▇▇▇▇▇▇▇ Indemnitors to Corporation or on behalf of payable under any ▇▇▇▇▇▇▇ D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee has sought or may seek indemnification from VeraltoCorporation insurance policy, (i) Veralto’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Indemnitors payor shall have a right of contribution and/or subrogation against the Corporation or its insurer or insurers for all amounts so paid which would otherwise be subrogated to payable by the extent Corporation or its insurer or insurers under this Agreement. In no event will payment of such advancement an indemnity obligation by any other person with whom or payment to all which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers affect the obligations of the rights of recovery of such ▇▇▇▇▇▇▇ D&O IndemniteeCorporation hereunder or shift primary liability for any indemnity obligation to any other person with whom or which Indemnitee may be associated (including, as applicablewithout limitation, against Veraltoany Sponsor Entity). Any indemnification, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred insurance or advancement provided by any ▇▇▇▇▇▇▇ D&O other person with whom or which Indemnitee in connection may be associated (including, without limitation, any Sponsor Entity) with his or her service respect to any liability arising as a result of Indemnitee’s status as an Indemnitee (as such term is defined in the Certificate of Incorporation) or capacity as an officer or director or officer of Veralto any person is specifically in excess over any indemnity obligation of the Corporation or any of its Subsidiaries shall constitute Veralto Liabilitiesvalid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Corporation under this Agreement.
Appears in 3 contracts
Sources: Indemnification Agreement (Crescent Energy Co), Indemnification Agreement (Crescent Energy Co), Indemnification Agreement (Crescent Energy Co)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ one or certain more of its Affiliates the Fund Indemnitors. The Company hereby agrees (collectively, the “▇▇▇▇▇▇▇ Indemnitors”i) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to an Indemnitee under this Agreement, the ▇▇▇▇▇▇▇ D&O Indemnitees Articles and Applicable Law are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O such Indemnitee are secondary), (bii) Veralto that it shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees an Indemnitee and shall be liable for the full amount of all expenseslosses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, penaltiesfines, fines penalties and amounts paid in settlement settlement) to the extent legally permitted and as required by the terms of this Agreement, Agreement (or any other agreement between Veralto the Company and an Indemnitee), without regard to any rights an Indemnitee may have against the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Fund Indemnitors, and (ciii) Veralto hereby that it irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Fund Indemnitors from any and all claims which it has or may have against any of the ▇▇▇▇▇▇▇ Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Company further agrees that no advancement or payment by the ▇▇▇▇▇▇▇ Fund Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O an Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O such Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Fund Indemnitors shall have a right of contribution and/or affect the foregoing and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such ▇▇▇▇▇▇▇ D&O Indemnitee, as applicable, Indemnitee against Veralto, the Company. The Company and (iii) for each Indemnitee agree that the avoidance Fund Indemnitors are express third party beneficiaries of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 9.4.
Appears in 2 contracts
Sources: Indemnification Agreement (LyondellBasell Industries N.V.), Indemnification Agreement (LyondellBasell Industries N.V.)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Corporation hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or and insurance provided by ▇▇▇▇▇▇▇ one or more persons with whom or which Indemnitee may be associated (including, without limitation, KKR & Co. L.P. and certain of its Affiliates affiliates ) (collectively, the “▇▇▇▇▇▇▇ Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnificationperson, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, a “Sponsor Entity”). The Corporation hereby acknowledges and agrees that (ai) Veralto is the Corporation shall be the indemnitor of first resort with respect to any matter that is the subject of the indemnity obligations provided hereunder, (i.e.ii) the Corporation shall be primarily liable for all indemnity obligations provided hereunder and any indemnification afforded to Indemnitee, Veralto’s obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees are primarywhether created by applicable law, and organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of the ▇▇▇▇▇▇▇ Indemnitors any other persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee or advance expenses to or on behalf of Indemnitee in respect of any matter shall be secondary to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee are secondary)obligations of the Corporation hereunder, (biv) Veralto the Corporation shall be required to indemnify Indemnitee and advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to Indemnitee hereunder to the fullest extent legally permitted and as required by the terms of this Agreementprovided herein without regard to any rights Indemnitee may have against any other person with whom or which Indemnitee may be associated (including, without limitation, any other agreement between Veralto and the ▇▇▇▇▇▇▇ D&O Indemnitees Sponsor Entity) or the certificate insurer of incorporation or bylaws of Veralto any such person and (cv) Veralto hereby the Corporation irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Indemnitors any other person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) from any and all claims against any claim of the ▇▇▇▇▇▇▇ Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofof amounts paid by the Corporation hereunder. In additionthe event any other Person with whom or which Indemnitee may be associated (including, notwithstanding without limitation, any advancement Sponsor Entity) or payment their insurers advances or extinguishes any liability or loss which is the subject of any indemnity obligation owed by the ▇▇▇▇▇▇▇ Indemnitors to Corporation or on behalf of payable under any ▇▇▇▇▇▇▇ D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee has sought or may seek indemnification from VeraltoCorporation insurance policy, (i) Veralto’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Indemnitors payor shall have a right of contribution and/or subrogation against the Corporation or its insurer or insurers for all amounts so paid which would otherwise be subrogated to payable by the extent Corporation or its insurer or insurers under this Agreement. In no event will payment of such advancement an indemnity obligation by any other person with whom or payment to all which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers affect the obligations of the rights of recovery of such ▇▇▇▇▇▇▇ D&O IndemniteeCorporation hereunder or shift primary liability for any indemnity obligation to any other person with whom or which Indemnitee may be associated (including, as applicablewithout limitation, against Veraltoany Sponsor Entity). Any indemnification, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred insurance or advancement provided by any ▇▇▇▇▇▇▇ D&O other person with whom or which Indemnitee in connection may be associated (including, without limitation, any Sponsor Entity) with his or her service respect to any liability arising as a result of Indemnitee’s status as an Indemnitee (as such term is defined in the Certificate of Incorporation) or capacity as an officer or director or officer of Veralto any person is specifically in excess over any indemnity obligation of the Corporation or any of its Subsidiaries shall constitute Veralto Liabilitiesvalid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Corporation under this Agreement.
Appears in 2 contracts
Sources: Indemnification Agreement (Crescent Energy Co), Indemnification Agreement (Crescent Energy Co)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates Indemnitees (the “▇▇▇▇▇▇▇ D&O Sponsor Indemnitees”) have or will have certain rights to indemnification, advancement of expenses and/or or insurance provided by ▇▇▇▇▇▇▇ (a) Riverstone or certain of its Affiliates (collectivelythe “Riverstone Indemnitors”) or (b) the Initial Limited Partner, Pattern Energy or certain of their respective Affiliates (the “PEG Indemnitors”, and together with the Riverstone Indemnitors, the “▇▇▇▇▇▇▇ Sponsor Indemnitors”) in connection with their service as directors ). However, regardless of whether or officers of Veralto or its Subsidiaries. Notwithstanding not there are any such rights to indemnification, advancement of expenses and/or or insurance provided by any ▇▇▇▇▇▇▇ Sponsor Indemnitor, (ai) Veralto the Partnership is the indemnitor of first resort (i.e., Veraltothe Partnership’s obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees each Sponsor Indemnitee are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Riverstone Indemnitors or the PEG Indemnitors, as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Sponsor Indemnitee are secondary)) to the extent of the indemnification obligations of the Partnership hereunder, (bii) Veralto the Partnership shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees a Sponsor 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, Agreement (or any other agreement between Veralto the Partnership and the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Sponsor Indemnitees) and (ciii) Veralto to the extent of the indemnification obligations of the Partnership hereunder, the Partnership hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Sponsor Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Sponsor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding Regardless of any advancement or payment by the ▇▇▇▇▇▇▇ Sponsor Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Sponsor Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Sponsor Indemnitee has sought or may seek indemnification from Veraltothe Partnership, to the extent of the indemnification obligations of the Partnership hereunder, (ix) Veralto’s obligations hereunder the foregoing shall not be affected, affected and (iiy) the ▇▇▇▇▇▇▇ Riverstone Indemnitors or the PEG Indemnitors, as applicable, 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 Indemnitee, as applicable, Sponsor Indemnitee against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto LiabilitiesPartnership.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Pattern Energy Group Inc.), Limited Partnership Agreement (Pattern Energy Group Inc.)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Filtration and its Subsidiaries designated by ▇▇▇▇▇▇▇ Cummins or its Affiliates (the “▇▇▇▇▇▇▇ Cummins D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or or insurance provided by ▇▇▇▇▇▇▇ Cummins or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Cummins Indemnitors”) in connection with their service as directors or officers of Veralto Filtration or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or or insurance provided by any ▇▇▇▇▇▇▇ Cummins Indemnitor, following the Effective Time, (a) Veralto Filtration is the indemnitor of first resort (i.e.resort, Veraltoby which is meant, without limitation, that Filtration’s obligations to the ▇▇▇▇▇▇▇ Cummins D&O Indemnitees are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Cummins Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ Cummins D&O Indemnitee are secondary), (b) Veralto Filtration shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ Cummins D&O Indemnitees 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, any other agreement between Veralto Filtration and the ▇▇▇▇▇▇▇ Cummins D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Filtration and (c) Veralto Filtration hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Cummins Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Cummins Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof, including under any Cummins D&O Insurance Policies. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Cummins Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ Cummins D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ Cummins D&O Indemnitee has sought or may seek indemnification from VeraltoFiltration, (i) VeraltoFiltration’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Cummins Indemnitors shall have a right of contribution and/or or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such ▇▇▇▇▇▇▇ Cummins D&O Indemnitee, as applicable, against Veralto, Filtration and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ Cummins D&O Indemnitee in connection with his or her service as a director or officer of Veralto Filtration or any of its Subsidiaries shall constitute Veralto Filtration Liabilities.
Appears in 2 contracts
Sources: Separation Agreement (Atmus Filtration Technologies Inc.), Separation Agreement (Atmus Filtration Technologies Inc.)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or and insurance provided by ▇▇▇▇▇▇▇ one or certain of its Affiliates more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (collectively, i) the “▇▇▇▇▇▇▇ Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, (a) Veralto is Company shall be the indemnitor of first resort with respect to any Indemnifiable Claim or Indemnifiable Loss, (i.e.ii) the Company shall be primarily liable for all indemnification and advancement of Expenses obligations provided hereunder and any indemnification or advancement of Expenses afforded to Indemnitee in respect of any Indemnifiable Claim or Indemnifiable Loss, Veralto’s obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees are primarywhether created by applicable law, and organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of the ▇▇▇▇▇▇▇ Indemnitors any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by to Indemnitee in respect of any ▇▇▇▇▇▇▇ D&O Indemnitee are secondary)Indemnifiable Claim or Indemnifiable Loss shall be secondary to the obligations of the Company hereunder, (biv) Veralto the Company shall be required to indemnify Indemnitee and advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement Expenses or liabilities to Indemnitee hereunder to the fullest extent legally permitted and as required by the terms of this Agreement, provided herein without regard to any rights Indemnitee may have against any other agreement between Veralto and the ▇▇▇▇▇▇▇ D&O Indemnitees Person with whom or the certificate which Indemnitee may be associated or insurer of incorporation or bylaws of Veralto any such Person and (cv) Veralto hereby the Company irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Indemnitors any other Person with whom or which Indemnitee may be associated from any and all claims against any claim of the ▇▇▇▇▇▇▇ Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofof amounts paid by the Company hereunder. In addition, notwithstanding the event any advancement other Person with whom or payment which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnifiable Claim or Indemnifiable Loss owed by the ▇▇▇▇▇▇▇ Indemnitors to Company or on behalf of payable under any ▇▇▇▇▇▇▇ D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee has sought or may seek indemnification from VeraltoCompany insurance policy, (i) Veralto’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Indemnitors payor shall have a right of contribution and/or subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be subrogated to payable by the extent Company or its insurer or insurers under this Agreement. In no event will payment of such advancement any Indemnifiable Claim or payment to all Indemnifiable Loss by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the rights of recovery of such ▇▇▇▇▇▇▇ D&O IndemniteeCompany hereunder or shift primary liability for any Indemnifiable Claim or Indemnifiable Loss to any other Person with whom or which Indemnitee may be associated. Any indemnification, as applicable, against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred insurance or advancement provided by any ▇▇▇▇▇▇▇ D&O other Person with whom or which Indemnitee in connection may be associated with his or her service respect to any liability arising as a result of Indemnitee’s status as director, officer, employee or agent of the Company or capacity as an officer or director of any Person is specifically in excess over any indemnification or officer advancement of Veralto Expenses provided by the Company hereunder or valid and any of its Subsidiaries shall constitute Veralto Liabilitiescollectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance).
Appears in 2 contracts
Sources: Director and Officer Indemnification Agreement (Crestwood Midstream Partners LP), Director and Officer Indemnification Agreement (Crestwood Equity Partners LP)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ a third party and that Indemnitee may have other sources of indemnification or certain of its Affiliates insurance, whether currently in place or obtained in the future (collectively, the “▇▇▇▇▇▇▇ Outside Indemnitors”) in connection with their service as directors or officers ). Subject to the last sentence of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnificationthis Section 3.3, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, the Company hereby agrees (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees Indemnitee are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee are secondary), (b) Veralto that it shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees 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, Agreement and the Company’s Certificate of Incorporation or the Company’s Bylaws (or any other agreement between Veralto the Company and Indemnitee), without regard to any rights Indemnitee may have against the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Outside Indemnitors and (c) Veralto hereby that it irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Outside Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Outside Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Company further agrees that no advancement or payment by the ▇▇▇▇▇▇▇ Outside Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Company shall not be affected, (ii) affect the ▇▇▇▇▇▇▇ foregoing and the Outside 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 Outside Indemnitors are express third party beneficiaries of the terms of this Section 3.3. Notwithstanding the foregoing, the Company and Indemnitee agree that, solely as between the Company and any subsidiary of the Company, such ▇▇▇▇▇▇▇ D&O Indemniteesubsidiary of the Company is the indemnitor of first resort (i.e., as applicable, against Veralto, its obligations to Indemnitee are primary and (iii) any obligation of the Company to advance expenses or to provide indemnification for the avoidance of doubt, all damages, costs, losses and other Liabilities same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesare secondary).
Appears in 1 contract
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Nextracker OpCo, Nextracker PubCo and its their Subsidiaries who are designated by ▇▇▇▇▇▇▇ Flex or its Affiliates (the “▇▇▇▇▇▇▇ Flex D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ Flex or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Flex Indemnitors”) in connection with their service as directors or officers of Veralto Nextracker OpCo, Nextracker PubCo or its their Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Flex Indemnitor, (a) Veralto Nextracker OpCo or Nextracker PubCo, as applicable, is the indemnitor of first resort (i.e., VeraltoNextracker OpCo’s or Nextracker PubCo’s obligations to the ▇▇▇▇▇▇▇ Flex D&O Indemnitees are primary, and any obligation of the ▇▇▇▇▇▇▇ Flex Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ Flex D&O Indemnitee are secondary), ; (b) Veralto Nextracker OpCo or Nextracker PubCo, as applicable, shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ Flex D&O Indemnitees 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, any other agreement between Veralto Nextracker OpCo or Nextracker PubCo, on the one hand, and the ▇▇▇▇▇▇▇ Flex D&O Indemnitees Indemnitees, on the other hand, or the certificate of incorporation or bylaws (or equivalent governing documents) of Veralto Nextracker OpCo or Nextracker PubCo; and (c) Veralto each of Nextracker OpCo and Nextracker PubCo hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Flex Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Flex Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Flex Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ Flex D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ Flex D&O Indemnitee has sought or may seek indemnification from VeraltoNextracker OpCo or Nextracker PubCo, (i) Veraltonone of Nextracker OpCo’s or Nextracker PubCo’s obligations hereunder shall not be affected, ; (ii) the ▇▇▇▇▇▇▇ Flex 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 ▇▇▇▇▇▇▇ Flex D&O Indemnitee, as applicable, against Veralto, Nextracker OpCo or Nextracker PubCo; and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ Flex D&O Indemnitee in connection with his or her service as a director or officer of Veralto Nextracker OpCo, Nextracker PubCo or any of its their Subsidiaries shall constitute Veralto Nextracker Liabilities.
Appears in 1 contract
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Ralliant and its Subsidiaries designated by ▇▇▇▇▇▇▇ Fortive or its Affiliates (the “▇▇▇▇▇▇▇ Fortive D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ Fortive or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Fortive Indemnitors”) in connection with their service as directors or officers of Veralto Ralliant or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Fortive Indemnitor, (a) Veralto Ralliant is the indemnitor of first resort (i.e., Veralto’s obligations to the R▇▇▇▇▇▇▇ ▇’s obligations to the Fortive D&O Indemnitees are primary, and any obligation of the ▇▇▇▇▇▇▇ Fortive Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee are secondary), (b) Veralto Ralliant shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees 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, any other agreement between Veralto Ralliant and the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Ralliant and (c) Veralto Ralliant hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Fortive Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Fortive Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Fortive Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ Fortive D&O Indemnitee has sought or may seek indemnification from VeraltoRalliant, (i) VeraltoR▇▇▇▇▇▇▇’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Fortive 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 Fortive D&O Indemnitee, as applicable, against R▇▇▇▇▇▇▇ D&O Indemnitee, as applicable, against Veralto, and (iii) for the avoidance of doubt, all damages, costs, costs losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee in connection with his or her service as a director or officer of Veralto Ralliant or any of its Subsidiaries shall constitute Veralto Ralliant Liabilities.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Ralliant Corp)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Ralliant and its Subsidiaries designated by ▇▇▇▇▇▇▇ Fortive or its Affiliates (the “▇▇▇▇▇▇▇ Fortive D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ Fortive or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Fortive Indemnitors”) in connection with their service as directors or officers of Veralto Ralliant or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Fortive Indemnitor, (a) Veralto Ralliant is the indemnitor of first resort (i.e., Veralto’s obligations to the ▇▇▇▇▇▇▇ ▇▇’s obligations to the Fortive D&O Indemnitees are primary, and any obligation of the ▇▇▇▇▇▇▇ Fortive Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee are secondary), (b) Veralto Ralliant shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees 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, any other agreement between Veralto Ralliant and the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Ralliant and (c) Veralto Ralliant hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Fortive Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Fortive Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Fortive Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ Fortive D&O Indemnitee has sought or may seek indemnification from VeraltoRalliant, (i) Veralto▇▇▇▇▇▇▇▇’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Fortive 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 Fortive D&O Indemnitee, as applicable, against ▇▇▇▇▇▇▇▇ D&O Indemnitee, as applicable, against Veralto, and (iii) for the avoidance of doubt, all damages, costs, costs losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee in connection with his or her service as a director or officer of Veralto Ralliant or any of its Subsidiaries shall constitute Veralto Ralliant Liabilities.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Fortive Corp)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Corporation hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ or Capital Management LP, Monarch Alternative Capital LP and/or certain of its Affiliates their respective affiliates (collectively, the “▇▇▇▇▇▇▇ Fund Indemnitors”). The Corporation hereby agrees (i) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees Indemnitee are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee are secondary), (bii) Veralto that it shall be required to advance the full amount of expenses incurred by Indemnitee to the ▇▇▇▇▇▇▇ D&O Indemnitees full extent provided herein and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement and reasonably incurred by Indemnitee or on Indemnitee’s behalf to the full extent legally permitted and as required by the terms of this Agreement, Agreement and the Articles or Bylaws of the Corporation (or any other agreement between Veralto the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Fund Indemnitors, and (ciii) Veralto hereby irrevocably that it waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Fund Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof; provided, however, that no indemnification shall (unless otherwise ordered by a court) be made by the Corporation if a determination is made pursuant to Section 3 that indemnification of such person is not proper in the circumstances because Indemnitee has not met the applicable standard of conduct set forth in Section 1(b) hereof. In addition, notwithstanding any The Corporation further agrees that no advancement or payment by the ▇▇▇▇▇▇▇ Fund Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Corporation shall not be affected, (ii) affect the ▇▇▇▇▇▇▇ foregoing and the 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 Corporation to the extent the Corporation has an obligation to indemnify Indemnitee for such ▇▇▇▇▇▇▇ D&O Indemniteeadvancement or payment under the terms of this Agreement, as applicable, against Veralto, the Articles or Bylaws of the Corporation. The Corporation and (iii) for Indemnitee agree that the avoidance Fund Indemnitors are express third party beneficiaries of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer the terms of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 12.
Appears in 1 contract
Sources: Indemnification Agreement (Pyxus International, Inc.)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) Covered Persons have or will have certain rights to indemnification, advancement of expenses and/or or insurance provided by ▇▇▇▇▇▇▇ or a Member and/or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Member Indemnitors”) in connection with their service as directors ). However, regardless of whether or officers of Veralto or its Subsidiaries. Notwithstanding not there are any such rights to indemnification, advancement of expenses and/or or insurance provided by any ▇▇▇▇▇▇▇ Member Indemnitor, (a) Veralto the Company is the indemnitor of first resort (i.e., Veraltothe Company’s obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees Covered Persons are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee Covered Persons are secondary), (b) Veralto the Company shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees Covered Persons and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, Agreement (or any other agreement between Veralto the Company and the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Covered Persons) and (c) Veralto the Company hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Member Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding Regardless of any advancement or payment by the ▇▇▇▇▇▇▇ Member Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Indemnitee Covered Person with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee Covered Person has sought or may seek indemnification from Veraltothe Company, (i) Veralto’s obligations hereunder the foregoing shall not be affected, affected and (ii) the ▇▇▇▇▇▇▇ Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such ▇▇▇▇▇▇▇ D&O Indemnitee, as applicable, Covered Person against Veralto, and (iii) for the avoidance Company. Limited Liability Company Agreement of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilities.Lithium Nevada Ventures LLC: Page 27
Appears in 1 contract
Sources: Limited Liability Company Agreement (Lithium Americas Corp.)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Operating Company hereby acknowledges that certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) Persons entitled to indemnification hereunder have or will have certain rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ or certain of Persons other than the Operating Company and its Affiliates wholly-owned Subsidiaries (such other Persons, collectively, the “▇▇▇▇▇▇▇ Secondary Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries). Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, The Operating Company hereby agrees (a) Veralto that it is the indemnitor of first resort (i.e., Veralto’s its obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees any such indemnitee are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee such indemnitees are secondary), (b) Veralto that it shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees any such indemnitee and shall be liable for the full amount of all expensesCosts, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, Agreement (or any other agreement between Veralto the Operating Company and such indemnitee), without regard to any rights such indemnitee may have against the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto and Secondary Indemnitors, and, (c) Veralto hereby that it irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Secondary Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Operating Company further agrees that no advancement or payment by the ▇▇▇▇▇▇▇ Secondary Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Indemnitee such indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee such indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Operating Company shall not be affected, (ii) affect the ▇▇▇▇▇▇▇ foregoing and the 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 such ▇▇▇▇▇▇▇ D&O Indemnitee, as applicable, indemnitee against Veralto, and (iii) for the avoidance Operating Company. The Members agree that the Secondary Indemnitors are express third party beneficiaries of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer the terms of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 6.05.
Appears in 1 contract
Sources: Merger Agreement (Alexanders J Corp)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Envista and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Indemnitors”) in connection with their service as directors or officers of Veralto Envista or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, (a) Veralto Envista is the indemnitor of first resort (i.e., VeraltoEnvista’s obligations to the ▇▇▇▇▇▇▇ D&O Indemnitees are primary, and any obligation of the ▇▇▇▇▇▇▇ Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee are secondary), (b) Veralto Envista shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees 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, any other agreement between Veralto Envista and the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Envista and (c) Veralto Envista hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Indemnitee has sought or may seek indemnification from VeraltoEnvista, (i) VeraltoEnvista’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ 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 Indemnitee, as applicable, against VeraltoEnvista, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto Envista or any of its Subsidiaries shall constitute Veralto Envista Liabilities.
Appears in 1 contract
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto Ralliant and its Subsidiaries designated by ▇▇▇▇▇▇▇ Fortive or its Affiliates (the “▇▇▇▇▇▇▇ Fortive D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ Fortive or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Fortive Indemnitors”) in connection with their service as directors or officers of Veralto Ralliant or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Fortive Indemnitor, (a) Veralto Ralliant is the indemnitor of first resort (i.e., VeraltoRalliant’s obligations to the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees are primary, and any obligation of the ▇▇▇▇▇▇▇ Fortive Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee are secondary), (b) Veralto Ralliant shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees 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, any other agreement between Veralto Ralliant and the ▇▇▇▇▇▇▇ Fortive D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Ralliant and (c) Veralto Ralliant hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Fortive Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Fortive Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the ▇▇▇▇▇▇▇ Fortive Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ Fortive D&O Indemnitee has sought or may seek indemnification from VeraltoRalliant, (i) VeraltoRalliant’s obligations hereunder shall not be affected, (ii) the ▇▇▇▇▇▇▇ Fortive 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 ▇▇▇▇▇▇▇ Fortive D&O Indemnitee, as applicable, against Veralto, Ralliant and (iii) for the avoidance of doubt, all damages, costs, costs losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ Fortive D&O Indemnitee in connection with his or her service as a director or officer of Veralto Ralliant or any of its Subsidiaries shall constitute Veralto Ralliant Liabilities.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Ralliant Corp)
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, The Company hereby acknowledges that Indemnitee may have certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses Expenses and/or insurance provided by ▇▇▇▇▇▇▇ or certain of its Affiliates [●] (collectively, the “▇▇▇▇▇▇▇ IndemnitorsThird-party Indemnitor[s]”). The Company hereby agrees (i) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any ▇▇▇▇▇▇▇ Indemnitor, (a) Veralto that it is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement (i.e., Veralto’s its obligations to an Indemnitee under this Agreement, the ▇▇▇▇▇▇▇ D&O Indemnitees Charter, the Bylaws, applicable law or otherwise are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Indemnitors [the][any] Third-party Indemnitor[s] to advance expenses Expenses or to provide indemnification for the same expenses Expenses or liabilities Liabilities incurred by any ▇▇▇▇▇▇▇ D&O such Indemnitee are secondary), (bii) Veralto that it shall be required to advance the full amount of expenses Expenses incurred by the ▇▇▇▇▇▇▇ D&O Indemnitees an Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines Expenses and amounts paid in settlement Liabilities to the extent legally permitted and as required by the terms of this Agreement, Agreement (or any other agreement between Veralto the Company and the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Indemnitee), without regard to any rights an Indemnitee may have against [the][any] Third-party Indemnitor[s], and (ciii) Veralto hereby that it irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Indemnitors Third-party Indemnitor[s] from any and all claims which it has or may have against any of the ▇▇▇▇▇▇▇ Indemnitors [the][any] Third-party Indemnitor[s] for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any The Company further agrees that no advancement or payment by the ▇▇▇▇▇▇▇ Indemnitors to or [the][any] Third-party Indemnitor[s] on behalf of any ▇▇▇▇▇▇▇ D&O an Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O such Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder the Third-party Indemnitor[s] shall not be affected, (ii) affect the ▇▇▇▇▇▇▇ Indemnitors foregoing and the Third-party Indemnitor[s] 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 Indemnitee, as applicable, Indemnitee against Veralto, the Company. The Company and (iii) for each Indemnitee agree that the avoidance Third-party Indemnitor[s] [is an express third party beneficiary][are express third party beneficiaries] of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilities.this Section 8.1
Appears in 1 contract
Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain members, directors or employees of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates Laredo that are Covered Persons (the “▇▇▇▇▇▇▇ D&O Laredo Indemnitees”) have or will have certain rights to indemnification, advancement of expenses and/or or insurance provided by ▇▇▇▇▇▇▇ Laredo or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Laredo Indemnitors”) in connection with their service as directors ). However, regardless of whether or officers of Veralto or its Subsidiaries. Notwithstanding not there are any such rights to indemnification, advancement of expenses and/or or insurance provided by any ▇▇▇▇▇▇▇ Laredo Indemnitor, (ai) Veralto the Company is the indemnitor of first resort (i.e., Veraltothe Company’s obligations to the ▇▇▇▇▇▇▇ D&O Laredo Indemnitees are primary, primary and any obligation of the ▇▇▇▇▇▇▇ Laredo Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any ▇▇▇▇▇▇▇ D&O Laredo Indemnitee are secondary), (bii) Veralto the Company shall be required to advance the full amount of expenses incurred by the ▇▇▇▇▇▇▇ D&O Laredo Indemnitees 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, Agreement (or any other agreement between Veralto the Company and the ▇▇▇▇▇▇▇ D&O Indemnitees or the certificate of incorporation or bylaws of Veralto Laredo Indemnitees), and (ciii) Veralto the Company and each Member, in his, her or its capacity, hereby irrevocably waives, relinquishes and releases each of the ▇▇▇▇▇▇▇ Laredo Indemnitors from any and all claims against any of the ▇▇▇▇▇▇▇ Laredo Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding Regardless of any advancement or payment by the ▇▇▇▇▇▇▇ Laredo Indemnitors to or on behalf of any ▇▇▇▇▇▇▇ D&O Laredo Indemnitee with respect to any claim for which a ▇▇▇▇▇▇▇ D&O Laredo Indemnitee has sought or may seek indemnification from Veraltothe Company, (ix) Veralto’s obligations hereunder the foregoing shall not be affected, affected and (iiy) the ▇▇▇▇▇▇▇ Laredo 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 Indemnitee, as applicable, Laredo Indemnitee against Veralto, and (iii) the Company. The Laredo Indemnitors shall be express third-party beneficiaries of this Agreement for purposes of enforcing the avoidance provisions of doubt, all damages, costs, losses and other Liabilities incurred by any ▇▇▇▇▇▇▇ D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilitiesthis Section 10.10.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Laredo Oil, Inc.)