Common use of First Recourse Clause in Contracts

First Recourse. Notwithstanding of any other provisions of this Agreement, each Investor covenants and agrees, as such Investor’s and its Indemnified Person’s first recourse under this Agreement and other Transaction Documents, to use its best efforts to seek, pursue and obtain full recovery from the Warrantors other than the Founders and the Founder Holdcos for claims arising out of this Agreement and other Transaction Documents (“Investor’s First Recourse Obligations”) whether or not such Investor or its Indemnified Person has an independent claim or cause of action against any of the Founders and Founder Holdcos. The failure to fulfil the Investor’s First Recourse Obligations shall constitute an absolute and complete bar of action by such Investor or its Indemnified Person for, and an absolute and complete defense by the Founders and Founder Holdcos to, any claim by such Investor or any its Indemnified Person against any of the Founders and/or Founder Holdcos. Provided that an Investor or its Indemnified Person duly performs its Investor’s First Recourse Obligations aforementioned, if such Investor or its Indemnified Person has not been indemnified in part or in full for the Indemnifiable Losses, such Investor and its Indemnified Person shall be entitled to seek, pursue and obtain full recovery from the Founders and Founder Holdcos for claims arising out of this Agreement and other Transaction Documents.

First Recourse. Notwithstanding of any other provisions of this Agreement, each Investor covenants and agrees, as such Investor’s and its Indemnified Person’s first recourse under this Agreement and other Transaction Documents, to use its best efforts to seek, pursue and obtain full recovery from the Warrantors other than the Founders and the Founder Holdcos for claims arising out of this Agreement and other Transaction Documents (“Investor’s First Recourse Obligations”) whether or not such Investor or its Indemnified Person has an independent claim or cause of action against any of the Founders and Founder Holdcos. The failure to fulfil the Investor’s First Recourse Obligations shall constitute an absolute and complete bar of action by such Investor or its Indemnified Person for, and an absolute and complete defense defence by the Founders and Founder Holdcos to, any claim by such Investor or any its Indemnified Person against any of the Founders and/or Founder Holdcos. Provided that an a Investor or its Indemnified Indeminified Person duly performs its Investor’s First Recourse Obligations aforementioned, if such Investor or its Indemnified Person has not been indemnified in part or in full for the Indemnifiable Losses, such Investor and its Indemnified Person shall be entitled to seek, pursue and obtain full recovery from the Founders and Founder Holdcos for claims arising out of this Agreement and other Transaction Documents.