Common use of Agreements to Indemnify Clause in Contracts

Agreements to Indemnify. The General Partner is authorized to enter into any agreement with any Indemnified Person which agreement has the effect of conferring directly on such Indemnified Person the exculpation and indemnification protections set out in Section 4 (Exculpation) and this Section 5 (Indemnification). For the avoidance of doubt, and without limiting the priority of indemnification or advancement set forth in Section 5(c), an Indemnified Person may first seek indemnification or advancement from the Fund as set forth in this Section 5 (which indemnification or advancement shall be considered an Operating Expense of, and be borne by, the Fund) prior to seeking to cause such amounts to be borne by any Third Party Indemnitor, regardless of the ultimate allocation of the corresponding liabilities.