Common use of Primary Obligation Clause in Contracts

Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by, DLJ Merchant Banking, Inc., DLJMB or any of their respective Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiaries, the Company or its Subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Company or any of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB and/or any of their respective Affiliates, other than the Company and its Subsidiaries (such persons, together with its and their heirs, successors and assigns, the “Investor Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Investor Parties for contribution or have rights of subrogation against any Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries with respect to any Indemnity Obligation. For the avoidance of doubt, any insurance coverage for any indemnity obligation provided by, obtained by or paid for by the Company or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.07. In addition, the Company hereby agrees that in the event that any Investor Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries to, as applicable, promptly reimburse such Investor Parties for such payment or advance upon request. The Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereof.

Primary Obligation. With respect to any indemnification claim asserted by an Indemnified Party who is or was employed, retained or otherwise associated with, or appointed or nominated by, DLJ Merchant Banking, Inc., DLJMB the Member or any of their respective Affiliates its affiliates and who acts or serves or acted or served as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiariessubsidiaries, and for which such Indemnified Party may seek indemnification from the Company, the Member or any of their respective affiliates, the Company or its Subsidiaries subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf behalf, or at the request request, of the Company or any of its Subsidiaries, in such capacitysubsidiaries, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB and/or the Member and any of their respective Affiliates, its affiliates other than the Company and its Subsidiaries subsidiaries (such persons, together with its and their respective heirs, successors and assigns, the “Investor Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries subsidiaries have any right or claim against any of the Investor Parties for contribution or have rights of subrogation against any Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries subsidiaries with respect to any Indemnity Obligation. For the avoidance of doubt, any insurance coverage for any indemnity obligation provided byIndemnity Obligation provided, obtained by or paid for by the Company or any of its Subsidiaries subsidiaries, on the one hand hand, and any Investor Party Party, on the other hand hand, shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.0717, and the Company and its subsidiaries will use commercially reasonable efforts to ensure that any insurance policies purchased or maintained by the Company or its subsidiaries reflect the foregoing. In addition, the Company hereby agrees that in the event that any Investor Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries subsidiaries to, as applicable, promptly reimburse such Investor Parties for such payment or advance upon request. The Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereofSection 15, Section 16 and this Section 17.

Primary Obligation. With respect to any Indemnified Party The Company acknowledges and agrees that while under certain circumstances an individual who is employedentitled to indemnification of advancement under this Section 12.5 may be entitled to indemnification and expense advancement and/or reimbursement from Oak and/or its Affiliates, retained Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or otherwise associated with, or appointed or nominated by, DLJ Merchant Banking, Inc., DLJMB or any of their respective Walgreens and/or its Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiariesin connection with claims made against such individual, the Company or its Subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request obligations of the Company or any of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB and/or any of their respective Affiliates, other than the Company and its Subsidiaries (such persons, together with its and their heirs, successors and assigns, the “Investor Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Investor Parties for contribution or have rights of subrogation against any Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries hereunder with respect to any Indemnity Obligation. For claim are primary to any obligations of Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates as the avoidance of doubtcase may be, with respect thereto and such individual will not be obligated to seek indemnification from or expense advancements or reimbursement by Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates, as applicable, with respect to any insurance coverage for any indemnity obligation provided by, obtained by or paid for by the Company or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.07claim. In addition, (i) the Company Company, on behalf of itself and any insurers providing liability insurance, hereby agrees that in the event that waives any Investor Parties pay rights of contribution or advance subrogation or any other right from or against Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates and every insurer providing liability insurance to an Indemnified Party any amount Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates and/or such individual with respect to an Indemnity Obligationany claim, and (ii) the Company willacknowledges and agrees that if Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or will cause Walgreens and/or its Subsidiaries toAffiliates provides indemnification, expense advancement, expense reimbursement or otherwise to an individual with respect to any liabilities, Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates, as the case may be, shall be subrogated to the extent of such payment to all rights of recovery of such individual under this Agreement or the Certificate of Formation, as applicable. Oak and/or its Affiliates, promptly reimburse Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates is an intended third party beneficiary of this Agreement and the Company agrees to take such Investor Parties for such payment further action as may be requested by an individual or advance upon request. The Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates to effectuate the contractual arrangement between the Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereofindividual and Oak and/or its Affiliates, Kinnevik and/or its Affiliates, Cigna and/or its Affiliates or Walgreens and/or its Affiliates as set forth herein.

Primary Obligation. With respect to any Indemnified Party The Company acknowledges and agrees that while under certain circumstances an individual who is employeda entitled to indemnification of advancement under this Section 12.5 may be entitled to indemnification and expense advancement and/or reimbursement from Oak and/or its Affiliates, retained Kinnevik and/or its Affiliates or otherwise associated with, or appointed or nominated by, DLJ Merchant Banking, Inc., DLJMB or any of their respective Walgreens and/or its Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiariesin connection with claims made against such individual, the Company or its Subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request obligations of the Company or any of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB and/or any of their respective Affiliates, other than the Company and its Subsidiaries (such persons, together with its and their heirs, successors and assigns, the “Investor Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Investor Parties for contribution or have rights of subrogation against any Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries hereunder with respect to any Indemnity Obligation. For claim are primary to any obligations of Oak and/or its Affiliates, Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates as the avoidance of doubtcase may be, with respect thereto and such individual will not be obligated to seek indemnification from or expense advancements or reimbursement by Oak and/or its Affiliates, Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates, as applicable, with respect to any insurance coverage for any indemnity obligation provided by, obtained by or paid for by the Company or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.07claim. In addition, (i) the Company Company, on behalf of itself and any insurers providing liability insurance, hereby agrees that in the event that waives any Investor Parties pay rights of contribution or advance subrogation or any other right from or against Oak and/or its Affiliates, Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates and every insurer providing liability insurance to an Indemnified Party any amount Oak and/or its Affiliates, Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates and/or such individual with respect to an Indemnity Obligationany claim, and (ii) the Company willacknowledges and agrees that if Oak and/or its Affiliates, Kinnevik and/or its Affiliates or will cause Walgreens and/or its Subsidiaries toAffiliates provides indemnification, expense advancement, expense reimbursement or otherwise to an individual with respect to any liabilities, Oak and/or its Affiliates, Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates, as the case may be, shall be subrogated to the extent of such payment to all rights of recovery of such individual under this Agreement or the Certificate of Formation, as applicable. Oak and/or its Affiliates, promptly reimburse Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates is an intended third party beneficiary of this Agreement and the Company agrees to take such Investor Parties for such payment further action as may be requested by an individual or advance upon request. The Oak and/or its Affiliates, Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates to effectuate the contractual arrangement between the Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereofindividual and Oak and/or its Affiliates, Kinnevik and/or its Affiliates or Walgreens and/or its Affiliates as set forth herein.

Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by, DLJ Merchant Banking, Inc., DLJMB SLH or any of their respective its Affiliates or MOI or any of its Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiaries, the Company or its Subsidiaries such Subsidiaries, as applicable, shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Company or any of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB SLH and/or any of their respective its Affiliates, other than the Company and or the Company’s Subsidiaries, or MOI and/or any of its Subsidiaries Affiliates, other than the Company or the Company’s Subsidiaries, (such persons, together with its and their respective heirs, successors and assigns, the “Investor Member Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Investor Member Parties for contribution or have rights of subrogation against any Investor of the Member Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries with respect to any Indemnity Obligation. For the avoidance of doubt, any insurance coverage for any indemnity obligation provided by, obtained by or paid for by the Company or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.07. In addition, the Company hereby agrees that in the event that any Investor Member Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries to, as applicable, promptly reimburse such Investor Member Parties for such payment or advance upon request. The Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereof.

Primary Obligation. With respect to any indemnification claim asserted by an Indemnified Party who is or was employed, retained or otherwise associated with, or appointed or nominated by, DLJ Merchant Banking, Inc., DLJMB the Directors or the Members or any of their respective Affiliates affiliates and who acts or serves or acted or served as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiariestheir subsidiaries, and for which such Indemnified Party may seek indemnification from the Company, the Directors, the Members or any of their respective affiliates, the Company or its Subsidiaries subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf behalf, or at the request request, of the Company or any of its Subsidiaries, in such capacitysubsidiaries, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Bankingthe Directors, Inc., DLJMB and/or the Members and any of their respective Affiliates, affiliates other than the Company and its Subsidiaries subsidiaries (such persons, together with its and their respective heirs, successors and assigns, the “Investor Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries subsidiaries have any right or claim against any of the Investor Parties for contribution or have rights of subrogation against any Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries subsidiaries with respect to any Indemnity Obligation. For the avoidance of doubt, any insurance coverage for any indemnity obligation provided byIndemnity Obligation provided, obtained by or paid for by the Company or any of its Subsidiaries subsidiaries, on the one hand hand, and any Investor Party Party, on the other hand hand, shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.0718, and the Company and its subsidiaries will use commercially reasonable efforts to ensure that any insurance policies purchased or maintained by the Company or its subsidiaries reflect the foregoing. In addition, the Company hereby agrees that in the event that any Investor Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries subsidiaries to, as applicable, promptly reimburse such Investor Parties for such payment or advance upon request. The Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereofSection 16, Section 17 and this Section 18.

Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by, DLJ Merchant BankingBanking Partners IV, Inc., DLJMB L.P. (“DLJMB”) or any of their respective Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiaries, the Company or its Subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Company or any of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB and/or any of their respective Affiliates, other than the Company and its Subsidiaries (such persons, together with its and their heirs, successors and assigns, the “Investor Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Investor Parties for contribution or have rights of subrogation against any Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries with respect to any Indemnity Obligation. For the avoidance of doubt, any insurance coverage for any indemnity obligation provided by, obtained by or paid for by the Company or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.0718. In addition, the Company hereby agrees that in the event that any Investor Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries to, as applicable, promptly reimburse such Investor Parties for such payment or advance upon request. The Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereof.

Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by, DLJ Merchant Banking, Inc., DLJMB SLH or any of their respective its Affiliates or MOI or any of its Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiaries, the Company or its Subsidiaries such Subsidiaries, as applicable, shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Company or any of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB SLH and/or any of their respective its Affiliates, other than the Company, or MOI and/or any of its Affiliates, other than the Company and its Subsidiaries (such persons, together with its and their respective heirs, successors and assigns, the “Investor Member Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Investor Member Parties for contribution or have rights of subrogation against any Investor of the Member Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries with respect to any Indemnity Obligation. For the avoidance of doubt, any insurance coverage for any indemnity obligation provided by, obtained by or paid for by the Company or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.07. In addition, the Company hereby agrees that in the event that any Investor Member Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries to, as applicable, promptly reimburse such Investor Member Parties for such payment or advance upon request. The Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereof.

Primary Obligation. With respect to any Indemnified Party who (i) is employed, retained or otherwise associated with, or appointed or nominated by, DLJ Merchant Bankingthe Board of Managers, Inc., DLJMB any Class A Member or any of their respective Affiliates its Affiliates, and who (ii) acts or serves as a directorManager, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Board of Managers, the Company or any of its Subsidiaries, the Company or its Subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Board of Managers, the Company or any of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB and/or any of the Majority Investors and their respective Affiliates, Affiliates other than the Company and its Subsidiaries (such personsPersons, together with its and their respective heirs, successors and assigns, the “Majority Investor Parties”), ) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Majority Investor Parties for contribution or have rights of subrogation against any Majority Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries with respect to any Indemnity Obligation. For the avoidance of doubt, any insurance coverage for any indemnity obligation provided by, obtained by or paid for by the Company or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.07. In addition, the Company hereby agrees that in the event that any Majority Investor Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries to, as applicable, promptly reimburse such Majority Investor Parties for such payment or advance upon request. The Company and the Indemnified Parties agree that the Investor Parties are express third party beneficiaries of the terms hereof.

Primary Obligation. With respect The Company and each Member hereby acknowledge and agree that the Initial Member Managers may have certain rights to any Indemnified Party who is employedindemnification, retained advancement of expenses or otherwise associated withinsurance provided by the SB Member and the Symbotic Member, or appointed or nominated byrespectively, DLJ Merchant Banking, Inc., DLJMB or any of their respective Affiliates which the Initial Member Managers and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or the Initial Members intend to be secondary to the primary obligation of the Company or any of its Subsidiariesto indemnify the Initial Member Managers as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to the Initial Member Managers’ willingness to serve on the Board. Notwithstanding anything contained herein to the contrary, the Company or its Subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments and each Member hereby agree (the “Indemnity Obligations”i) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of that the Company or any is the indemnitor of its Subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that DLJ Merchant Banking, Inc., DLJMB and/or any of their respective Affiliates, other than the Company and its Subsidiaries (such persons, together with its and their heirs, successors and assigns, the “Investor Parties”), may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Investor Parties for contribution or have rights of subrogation against any Investor Parties through an Indemnified Party for any payment made by the Company or any of its Subsidiaries first resort with respect to any Indemnity Obligation. For expenses, liabilities and losses reasonably incurred or suffered by Initial Member Managers in connection with their roles as Managers of the avoidance Company (i.e., its obligations to the Initial Member Managers are primary and any obligations of doubtan Initial Member to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an Initial Member Manager in connection with their service as an Initial Member Manager are secondary), (ii) that the Company shall be required to advance the full amount of expenses incurred by any insurance coverage for any indemnity obligation provided by, obtained by or paid for Initial Member Manager in connection with their service as an Initial Member Manager as required by the Company terms of this Agreement (or any of its Subsidiaries on the one hand and any Investor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 4.07. In addition, agreement between the Company hereby agrees and an Initial Member Manager), without regard to any rights that in the event an Initial Member Manager may have against an Initial Member, and (iii) that any Investor Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Company willirrevocably waives, relinquishes and releases each Initial Member from any and all claims against such Initial Member for contribution, subrogation or will cause its Subsidiaries to, as applicable, promptly reimburse such Investor Parties for such payment or advance upon requestany other recovery of any kind in respect thereof. The Company and the Indemnified Parties each Member further agree that no advancement or payment by an Initial Member on behalf of an Initial Member Manager with respect to any claim for which such Initial Member Manager has sought indemnification from the Investor Parties Company shall affect the foregoing, and the applicable Initial Member shall have a right of contribution or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such Initial Member Manager against the Company. The Company agrees that each Initial Member and its respective Affiliates are express third third-party beneficiaries of the terms hereofof this Section 5.7(d).