Common use of Primacy of Indemnification Clause in Contracts

Primacy of Indemnification. The Company hereby acknowledges that the CD&R Investors and their Affiliates that are Holders have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of their Affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the CD&R Investors and their Affiliates that are Holders are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by the CD&R Investors and their Affiliates that are Holders are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the CD&R Investors or their Affiliates that are Holders), without regard to any rights the CD&R Investors and their Affiliates that are Holders may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the CD&R Investors and their Affiliates that are Holders must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the CD&R Investors or their Affiliates that are Holders with respect to any claim for which the CD&R Investors or their Affiliates that are Holders has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the CD&R Investors and their Affiliates that are Holders would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the CD&R Investors and their Affiliates that are Holders. The Company and the CD&R Investors and their Affiliates that are Holders agree that the Indemnitors are express third-party beneficiaries of this Section 5.

Primacy of Indemnification. The Company Members hereby acknowledges acknowledge that the CD&R Investors and their Affiliates that are Holders certain Covered Persons have or may have certain rights to indemnification, advancement of expenses and/or or insurance provided by the WHP Holder or Express Holder or certain of their respective Affiliates (collectively, the “Holder Indemnitors”). The Company Members hereby agrees that agree (i) it that the Company is the indemnitor of first resort (i.e., its obligations to the CD&R Investors and their Affiliates that are Holders Covered Persons are primary and any obligation of the Holder Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by the CD&R Investors and their Affiliates that any Covered Person are Holders are secondary to any such obligation of the Companysecondary), (ii) that it the Company shall be required to advance the full amount of expenses incurred by such Covered Persons and shall be liable for the full amount of all Losses 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 articles and other organizational documents of the Company Delaware Act (or any other agreement between the Company and the CD&R Investors or their Affiliates that are Holderssuch Covered Persons), without regard to any rights the CD&R Investors and their Affiliates that are Holders such Covered Persons may have against the Holder Indemnitors, and (iii) it that the Company irrevocably waives, relinquishes and releases the Holder Indemnitors from any and all claims (x) against the Holder Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) thereof. The Members further agree that the CD&R Investors and their Affiliates that are Holders must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Holder Indemnitors on behalf of the CD&R Investors or their Affiliates that are Holders any Covered Person with respect to any claim for which the CD&R Investors or their Affiliates that are Holders such Covered Person has sought indemnification from the Company hereunder shall affect the foregoing. The foregoing and the Holder 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 which the CD&R Investors and their Affiliates that are Holders would have had of such Covered Persons against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the CD&R Investors and their Affiliates that are HoldersCompany. The Company and the CD&R Investors and their Affiliates that are Holders Members agree that the Holder Indemnitors are express third-third party beneficiaries of the terms of this Section 57.5.

Primacy of Indemnification. The Company hereby acknowledges that the CD&R Investors Investor and their its Affiliates that are Holders have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of their Affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the CD&R Investors Investor and their its Affiliates that are Holders are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by the CD&R Investors Investor and their its Affiliates that are Holders are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the CD&R Investors Investor or their its Affiliates that are Holders), without regard to any rights the CD&R Investors Investor and their its Affiliates that are Holders may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the CD&R Investors Investor and their its Affiliates that are Holders must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the CD&R Investors Investor or their its Affiliates that are Holders with respect to any claim for which the CD&R Investors Investor or their its Affiliates that are Holders has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the CD&R Investors Investor and their its Affiliates that are Holders would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the CD&R Investors Investor and their its Affiliates that are Holders. The Company and the CD&R Investors Investor and their its Affiliates that are Holders agree that the Indemnitors are express third-third party beneficiaries of this Section 5.

Primacy of Indemnification. The Company hereby acknowledges that the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of their Affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the CD&R Investors D. E. Shaw Investor or their its Affiliates that are Holders), without regard to any rights the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the CD&R Investors D. E. Shaw Investor or their its Affiliates that are Holders with respect to any claim for which the CD&R Investors D. E. Shaw Investor or their its Affiliates that are Holders has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders. The Company and the CD&R Investors D. E. Shaw Investor and their its Affiliates that are Holders agree that the Indemnitors are express third-party beneficiaries of this Section 5.

Primacy of Indemnification. The Company hereby acknowledges that the CD&R Investors and their Affiliates that are Holders have Investor has certain rights to indemnification, advancement of expenses and/or insurance provided by certain of their Affiliates affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the CD&R Investors and their Affiliates that are Holders Investor are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by the CD&R Investors and their Affiliates that are Holders Investor are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the CD&R Investors or their Affiliates that are HoldersInvestor), without regard to any rights the CD&R Investors and their Affiliates that are Holders Investor may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the CD&R Investors and their Affiliates that are Holders Investor must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the CD&R Investors or their Affiliates that are Holders Investor with respect to any claim for which the CD&R Investors or their Affiliates that are Holders Investor has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the CD&R Investors and their Affiliates that are Holders Investor would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the CD&R Investors and their Affiliates that are HoldersInvestor. The Company and the CD&R Investors and their Affiliates that are Holders Investor agree that the Indemnitors are express third-third party beneficiaries of this Section 56.