Common use of Indemnitor of First Resort Clause in Contracts

Indemnitor of First Resort. Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Company hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the Specified Covered Persons, (ii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Company further agrees that no advancement or payment by the Member Indemnitors on behalf of Company with respect to any Claim for which the Specified Covered Persons have sought indemnification from Company shall affect the foregoing, and the Member Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against Company.

Indemnitor of First Resort. The Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). The Company hereby agrees and acknowledges that (ia) it is the indemnitor of first resort with respect to the Specified Covered Persons, (iib) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iiic) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member 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 Member Indemnitors on behalf of the Company with respect to any Claim claim for which the Specified Covered Persons have sought indemnification from the Company shall affect the foregoing, foregoing and the Member Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against the Company.

Indemnitor of First Resort. Company Nevada JV hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Company Nevada JV hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the Specified Covered PersonsPersons in respect of matters subject to indemnification under Section 3.11(b), (ii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Company Nevada JV and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Company Nevada JV further agrees that no advancement or payment by the Member Indemnitors on behalf of Company Nevada JV with respect to any Claim for which the Specified Covered Persons have sought indemnification from Company Nevada JV shall affect the foregoing, and the Member Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against CompanyNevada JV.

Indemnitor of First Resort. Company hereby The corporation acknowledges that certain Covered Persons (the “Specified Covered Persons”) Indemnitees may have certain rights to indemnification and indemnification, advancement of expenses and/or insurance provided by a Member other persons or its Affiliates (directly or by insurance retained by such entity) entities (collectively, the “Member Other Indemnitors”). Company The corporation hereby agrees and acknowledges that that, with respect to service by each Indemnitee as a director of the corporation (ior at their request for any third party), (a) it is the indemnitor of first resort with respect (i.e., its obligations to each Indemnitee are primary and any obligation of Other Indemnitors to advance expenses or to provide indemnification for the Specified Covered Personssame expenses or liabilities incurred by any Indemnitee are secondary), and (iib) it shall be required to advance the full amount of expenses incurred by each Indemnitee and shall be liable for the Specified Covered Personsfull amount of all expenses and liabilities, in each case, to the extent legally permitted and as required by the terms articles of this Agreement incorporation and these bylaws of the corporation (or and any other agreement regarding indemnification between Company the corporation and the Specified Covered Personsany Indemnitee), without regard to any rights the Specified Covered Persons an Indemnitee may have against the Member Indemnitors and (iii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofOther Indemnitor. Company The corporation further agrees that no advancement or payment by the Member Indemnitors any Other Indemnitor on behalf of Company any Indemnitee with respect to any Claim claim for which the Specified Covered Persons have such Indemnitee has sought indemnification from Company the corporation shall affect the foregoing, foregoing and the Member Other Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Specified Covered Persons against Companycorporation.

Indemnitor of First Resort. Company Nevada JV hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Company Nevada JV hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the Specified Covered Persons, (ii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Company Nevada JV and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Company Nevada JV further agrees that no advancement or payment by the Member Indemnitors on behalf of Company Nevada JV with respect to any Claim for which the Specified Covered Persons have sought indemnification from Company Nevada JV shall affect the foregoing, and the Member Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against CompanyNevada JV.

Indemnitor of First Resort. Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Company hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the Specified Covered Persons, (ii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Company further agrees that no advancement or payment by the Member Indemnitors on behalf of Company with respect to any Claim for which the Specified Covered Persons have sought indemnification from Company shall affect the foregoing, and the Member Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against Company.shall

Indemnitor of First Resort. The Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) Indemnitee may have rights to indemnification and advancement of expenses provided by a Member shareholder or its Affiliates affiliates (directly or by insurance retained by such entity) (collectively, the “Member Shareholder Indemnitors”). The Company hereby agrees and acknowledges that (ia) it is the indemnitor of first resort with respect to the Specified Covered PersonsIndemnitee, (iib) it shall be required to advance the full amount of expenses incurred by the Specified Covered PersonsIndemnitee, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Covered PersonsIndemnitee), without regard to any rights the Specified Covered Persons Indemnitee may have against the Member Shareholder Indemnitors and (iiic) it irrevocably waives, relinquishes and releases the Member Shareholder Indemnitors from any and all claims against the Member Shareholder 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 Member Shareholder Indemnitors on behalf of the Company with respect to any Claim Expenses, judgments, liabilities, fines, penalties and/or amounts paid in settlement for which the Specified Covered Persons have Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Member Shareholder Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Specified Covered Persons against Company.

Indemnitor of First Resort. Company hereby acknowledges As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the Covered Persons (collectively, the “Specified Covered PersonsMember Indemnitees”) may have certain rights to indemnification and indemnification, advancement of expenses or insurance provided by a the Member or certain of its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Company hereby agrees and acknowledges that However, regardless of whether or not there are any such rights to indemnification, advancement of expenses or insurance provided by any Member Indemnitor, (i) it the Company is the indemnitor of first resort with respect (i.e., the Company’s obligations to the Specified Covered PersonsMember Indemnitees 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), (ii) it the Company shall be required to advance the full amount of expenses incurred by the Specified Covered PersonsMember 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 (or any other agreement between the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors Indemnitees) and (iii) it 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. Company further agrees that no Regardless of any advancement or payment by the Member Indemnitors on behalf of Company any Member Indemnitee with respect to any Claim claim for which the Specified Covered Persons have a Member Indemnitee has sought indemnification from Company the Company, (A) the foregoing shall affect the foregoing, not be affected and (B) the Member Indemnitors shall have a right of contribution and 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 Specified Covered Persons against Company.

Indemnitor of First Resort. Company It is hereby acknowledges acknowledged that certain Covered Persons Indemnitees (the “Specified Covered PersonsIndemnitees”) may have rights to indemnification and advancement of expenses provided by a Member Member, Manager or its their respective Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Company It is hereby agrees agreed and acknowledges acknowledged that (ia) it the Company is the indemnitor of first resort with respect to the Specified Covered PersonsIndemnitees, (iib) it the Company shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement Indemnitees in accordance with Section 7.4 (or any other agreement between the Company and the Specified Covered PersonsIndemnitees), without regard to any rights the Specified Covered Persons Indemnitees may have against the Member Indemnitors and (iiic) it the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Company It is further agrees agreed that no advancement or payment by the Member Indemnitors on behalf of the Company with respect to any Claim claim for which the Specified Covered Persons Indemnitees have sought indemnification from the Company shall affect the foregoing, foregoing and the Member Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons Indemnitee against the Company.

Indemnitor of First Resort. The Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member Shareholder or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Shareholder Indemnitors”). The Company hereby agrees and acknowledges that (ia) it is the indemnitor of first resort with respect to the Specified Covered Persons, (iib) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Shareholder Indemnitors and (iiic) it irrevocably waives, relinquishes and releases the Member Shareholder Indemnitors from any and all claims against the Member Shareholder 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 Member Shareholder Indemnitors on behalf of the Company with respect to any Claim claim for which the Specified Covered Persons have sought indemnification from the Company shall affect the foregoing, foregoing and the Member Shareholder Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against the Company.