Common use of Primacy of Indemnification Clause in Contracts

Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by entities and/or organizations (and certain of their affiliates) other than the Company (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and (iii) 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, the Constituent Documents and/or Other Indemnity Provisions, without regard to any rights Indemnitee may have against the Fund Indemnitors. The Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund 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 Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and 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 Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 17.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by entities and/or organizations ([ 🌑 ] and certain of their affiliates) other than the Company its affiliates (collectively, the “Fund Third Party Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Fund Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary), ; (ii) that it shall be required to advance the full amount of expenses Expenses incurred by the Indemnitee and (iii) that it shall be liable for the full amount of all Losses Expenses to the extent legally permitted and as required by the terms term of this Agreement, Agreement and any provision of the Constituent Documents and/or Other Indemnity ProvisionsArticles (or any agreement between the Company and the Indemnitee), without regard to any rights the Indemnitee may have against the Fund Third Party Indemnitors. The Company ; and, (iii) that it irrevocably waives, relinquishes and releases the Fund Investor Indemnitors from any and all claims against the Fund Third Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof to the extent permitted by the applicable law. The Company further agrees that no advancement or payment by the Fund Third Party Indemnitors on behalf of Indemnitee the Indemnitee, to the extent reasonable and necessary, with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing, foregoing and the Fund Third Party 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 the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Third Party Indemnitors are express third party beneficiaries of the terms of this Section 17hereof.]

Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by entities and/or organizations (and certain of their affiliates) other than the Company (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors third party obligations to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it Company shall be required to advance the full amount of expenses actually incurred by Indemnitee and (iii) that it shall be liable for the full amount of all Losses incurred expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, Agreement and the Constituent Documents and/or Other Indemnity ProvisionsCertification of Incorporation or Bylaws of the Company, without regard to any rights Indemnitee may have against the Fund Indemnitors. The Company a third party, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors any third party indemnitors from any and all claims against the Fund Indemnitors third party(s) for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors any third party on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, foregoing and the Fund Indemnitors third party 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 Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors third party indemnitors are express third party beneficiaries of the terms of this Section 171.

Primacy of Indemnification. The Notwithstanding anything set forth to the contrary in this Agreement including, without limitation, Sections 9.2 and 9.3 above, the Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by entities and/or organizations (and certain of their affiliates) other than the Company (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses Expenses or to provide indemnification for the same expenses Expenses or liabilities Losses incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses Expenses incurred by Indemnitee and (iii) that it shall be liable for the full amount of all Expenses and Losses to the extent legally permitted and as required by the terms of this Agreement, Agreement and the Constituent Documents and/or Other Indemnity ProvisionsCertificate or the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights such Indemnitee may have against the Fund Indemnitors. The Company , and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund 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 Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, foregoing and 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 Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 179.5.