Common use of Primacy of Indemnification Clause in Contracts

Primacy of Indemnification. Notwithstanding that a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Corporation: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Corporation shall affect the immediately preceding sentence, and the Other 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 Covered Persons against the Corporation. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this Section 9.13 shall only apply to Covered Persons in their capacity as Covered Persons.

Primacy of Indemnification. Notwithstanding that a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the CorporationCompany: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons the Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons the Indemnitee are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons the Indemnitee and shall be liable for the full amount of all liabilitiesExpenses, without regard to any rights Covered Persons the Indemnitee may have against any of the Other Indemnitors; and (iii) irrevocably waives, relinquishes and releases the Other Indemnitors for any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by the Other Indemnitors on behalf of Covered Persons the Indemnitee with respect to any claim for which Covered Persons have the Indemnitee has sought indemnification from the Corporation Company shall affect the immediately preceding sentence, and the Other 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 Covered Persons the Indemnitee against the CorporationCompany. Notwithstanding anything to The Company and the contrary herein, Indemnitee agree that the obligations Other Indemnitors are express third party beneficiaries of the Corporation under terms of this Section 9.13 shall only apply to Covered Persons in their capacity as Covered Persons15.

Primacy of Indemnification. Notwithstanding that a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the CorporationCompany: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons the Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons the Indemnitee are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons the Indemnitee and shall be liable for the full amount of all liabilitiesExpenses, without regard to any rights Covered Persons the Indemnitee may have against any of the Other Indemnitors; and (iii) irrevocably waives, relinquishes and releases the Other Indemnitors for any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by the Other Indemnitors on behalf of Covered Persons the Indemnitee with respect to any claim for which Covered Persons have the Indemnitee has sought indemnification from the Corporation corporation shall affect the immediately preceding sentence, and the Other 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 Covered Persons the Indemnitee against the CorporationCompany. Notwithstanding anything to The Company and the contrary herein, Indemnitee agree that the obligations Other Indemnitors are express third party beneficiaries of the Corporation under terms of this Section 9.13 shall only apply to Covered Persons in their capacity as Covered Persons14.

Primacy of Indemnification. Notwithstanding The Corporation hereby acknowledges that a director, officer, employee one (1) or agent more of the Corporation directors nominated to serve on the Corporation’s Board of Directors by certain holders of the Company’s Preferred Stock (collectively, the each a “Covered PersonsFund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons one or more of such holders of the Company’s Preferred Stock and certain of their affiliates (collectively, the “Other Fund Indemnitors”). The Corporation hereby agrees that if it is obligated to indemnify any Fund Director under this or any other agreement, with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Corporation: (i) shall be the indemnitor of first resort (i.e., its any such indemnification obligations to Covered Persons are primary to, and shall take precedence over, any similar obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against any of the Other Fund Indemnitors. No For the avoidance of doubt, the Corporation agrees not to assert claims against the Fund Indemnitors for contribution or subrogation where the Corporation is itself obligated to indemnify any Fund Director. The Corporation further agrees that no advancement or payment by the Other Fund Indemnitors on behalf of Covered Persons any such Fund Director with respect to any claim for which Covered Persons have such Fund Director has sought indemnification from the Corporation shall affect the immediately preceding sentenceforegoing and, and in any case in which the Other Fund Directors are entitled to indemnification from the Corporation, 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 Covered Persons such Fund Director against the Corporation. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this Section 9.13 shall only apply to Covered Persons in their capacity as Covered Persons.

Primacy of Indemnification. (a) Notwithstanding that a director, officer, employee or agent of the Corporation corporation (collectively, the “Covered Persons”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Corporationcorporation: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Corporation corporation shall affect the immediately preceding sentence, and the Other 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 Covered Persons against the Corporationcorporation. Notwithstanding anything to the contrary herein, the obligations of the Corporation corporation under this Section 9.13 6.13 shall only apply to Covered Persons in their capacity as Covered Persons.

Primacy of Indemnification. Notwithstanding that a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Corporation: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Corporation shall affect the immediately preceding sentence, and the Other 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 Covered Persons against the Corporation. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this Section 9.13 9.11 shall only apply to Covered Persons in their capacity as Covered Persons.