Common use of Primary Indemnitor Clause in Contracts

Primary Indemnitor. The Corporation hereby acknowledges that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation is the indemnitor of first resort with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons, (ii) the Corporation shall be required to indemnify and advance the full amount of expenses incurred by the Covered Persons, to the fullest extent required by law, the terms of this Certificate of Incorporation, the By-Laws, any agreement to which the Corporation is a party, any vote of the stockholders or the Board, or otherwise, without regard to any rights the Covered Persons may have against the Other Indemnitors and (iii) to the fullest extent permitted by law, the Corporation irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons against the Corporation. These rights shall be a contract right, and the Other Indemnitors are express third party beneficiaries of the terms of this paragraph.

Primary Indemnitor. The Corporation hereby acknowledges that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation is the indemnitor of first resort with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons, (ii) the Corporation shall be required to indemnify and advance the full amount of expenses incurred by the Covered Persons, to the fullest extent required by law, the terms of this Certificate of Incorporation, the By-LawsBylaws, any agreement to which the Corporation is a party, any vote of the stockholders or the BoardBoard of Directors, or otherwise, without regard to any rights the Covered Persons may have against the Other Indemnitors and (iii) to the fullest extent permitted by law, the Corporation irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons against the Corporation. These rights shall be a contract right, and the Other Indemnitors are express third party beneficiaries of the terms of this paragraph.

Primary Indemnitor. The Corporation Company hereby acknowledges that certain Covered Persons the Indemnitee may have certain rights to indemnification and indemnification, advancement of expenses (directly or through insurance obtained by any such entity) insurance, provided by one or more third parties [ ] and certain of its affiliates (collectively, the “Other Fund Indemnitors”). In the event that the Indemnitee is, and which may include third parties for whom such Covered Person serves or is threatened to be made, a party to or a participant in any proceeding to the extent resulting from any claim based on the Indemnitee’s service to the Company as a managerdirector or other fiduciary of the Company, member, officer, employee or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), then the Company shall (i) the Corporation is the be an indemnitor of first resort with respect to all Covered Persons and all (i.e., its obligations to indemnify Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide advancement of indemnification for the same expenses to Covered Personsor liabilities incurred by Indemnitee are secondary), (ii) the Corporation shall be required to indemnify advance reasonable expenses incurred by Indemnitee, and advance (iii) be liable for the full amount of expenses incurred by the Covered Personsall expenses, judgments, penalties, fines and amounts paid in settlement to the fullest extent legally permitted and as required by law, the terms of this Agreement and any provision of the Bylaws or the Certificate of Incorporation, the By-Laws, any agreement to which the Corporation is a party, any vote Incorporation of the stockholders Company (or any other agreement between the Board, or otherwiseCompany and Indemnitee), without regard to any rights the Covered Persons Indemnitee may have against the Other Indemnitors and (iii) to the fullest extent permitted by law, the Corporation Fund Indemnitors. The Company irrevocably waives, relinquishes and releases the Other 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 Corporation further agrees that no No advancement or payment by the Other Fund Indemnitors on behalf of Indemnitee with respect to any claim for which the Covered Persons have Indemnitee has sought indemnification from the Corporation Company shall affect the foregoing and the Other Fund Indemnitors shall have a right of contribution and/or or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons Indemnitee against the CorporationCompany. These rights shall be a contract right, and the Other The Fund Indemnitors are express third party beneficiaries of the terms of this paragraphSection 3.

Primary Indemnitor. The Corporation Company hereby acknowledges that certain Covered Persons Indemnitee may have certain rights to indemnification and indemnification, advancement of expenses (directly or through and/or insurance obtained by any such entity) provided by one or more a third parties party and affiliates other than any provider of liability insurance to the Company and its Board (collectively, the “Other Third-Party Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation Company hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation that it is the indemnitor of first resort with respect to all Covered Persons and all (i.e., its obligations to indemnify Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide advancement of indemnification for the same expenses to Covered Personsor liabilities incurred by Indemnitee are secondary), (ii) the Corporation that it shall be required to indemnify and advance the full amount of expenses Expenses incurred by Indemnitee and shall be liable for the Covered Personsfull amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the fullest extent legally permitted and as required by law, the terms of this Certificate of Incorporation, Agreement and the By-Laws, Consistent Documents (or any other agreement to which between the Corporation is a party, any vote of the stockholders or the Board, or otherwiseCompany and Indemnitee), without regard to any rights the Covered Persons Indemnitee may have against the Other Indemnitors Third-Party Indemnitors, and (iii) to the fullest extent permitted by law, the Corporation that it irrevocably waives, relinquishes and releases the Other Third-Party Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation Company further agrees that no advancement or payment by the Other Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which the Covered Persons have Indemnitee has sought indemnification from the Corporation Company shall affect the foregoing and the Other Third-Party Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons Indemnitee against the CorporationCompany. These rights shall be a contract right, The Company and Indemnitee agree that the Other Third-Party Indemnitors are express third party beneficiaries of the terms term of this paragraphSection 15.

Primary Indemnitor. The Corporation hereby acknowledges that certain Covered Persons Indemnitee may have certain rights to indemnification and indemnification, advancement of expenses (directly or through and/or insurance obtained by any such entity) provided by one or more a third parties party and affiliates (collectively, the “Other Third-Party Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation that it is the indemnitor of first resort with respect to all Covered Persons and all (i.e., its obligations to indemnify Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide advancement of indemnification for the same expenses to Covered Personsor liabilities incurred by Indemnitee are secondary), (ii) the Corporation that it shall be required to indemnify and advance the full amount of expenses incurred by Indemnitee and shall be liable for the Covered Personsfull amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the fullest extent legally permitted and as required by law, the terms of this Certificate Agreement and the Articles of Incorporation, the By-Laws, any agreement to which Incorporation or Bylaws of the Corporation is a party, (or any vote of other agreement between the stockholders or the Board, or otherwiseCorporation and Indemnitee), without regard to any rights the Covered Persons Indemnitee may have against the Other Indemnitors and Third-Party Indemnitors, and, (iii) to the fullest extent permitted by law, the Corporation that it irrevocably waives, relinquishes and releases the Other Third-Party Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which the Covered Persons have Indemnittee has sought indemnification from the Corporation shall affect the foregoing and the Other Third-Party Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons Indemnitee against the Corporation. These rights shall be a contract right, The Corporation and Indemnitee agree that the Other Third-Party Indemnitors are express third party beneficiaries of the terms term of this paragraphSection 10.

Primary Indemnitor. The Corporation Company hereby acknowledges that certain Covered Persons Indemnitee may have certain rights to indemnification and indemnification, advancement of expenses (directly or through and/or insurance obtained by any such entity) provided by one or more third parties other entities and/or organizations (collectively, the “Other Secondary Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation Company hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation it is the indemnitor of first resort with respect to all Covered Persons and all (i.e., its obligations to indemnify Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide advancement of expenses to Covered Personsindemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) the Corporation shall it will be required to indemnify and advance the full amount of expenses Expenses incurred by Indemnitee and will be liable for the Covered Personsfull amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the fullest extent legally permitted and as required by law, the terms of this Certificate of Incorporation, Incorporation or Bylaws of the By-Laws, Company (or any agreement to which between the Corporation is a party, any vote of the stockholders or the Board, or otherwiseCompany and Indemnitee), without regard to any rights the Covered Persons Indemnitee may have against the Other Secondary Indemnitors and (iii) to the fullest extent permitted by law, the Corporation it irrevocably waives, waives relinquishes and releases the Other Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation Company further agrees that no advancement or payment by the Other Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which the Covered Persons have Indemnitee has sought indemnification from the Corporation shall Company will affect the foregoing and the Other Secondary Indemnitors shall will have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons Indemnitee against the CorporationCompany. These rights shall be a contract right, The Company and Indemnitee agree that the Other Secondary Indemnitors are express third party beneficiaries of the terms of this paragraphhereof.

Primary Indemnitor. The Corporation hereby acknowledges that certain Covered Persons may have rights Any Designated Director entitled to indemnification and indemnification, advancement of expenses and/or insurance, pursuant to this Agreement, any other agreement with the Company, the Certificate of Incorporation or the Bylaws and that is an officer, employee, partner or advisor of the applicable Designating Stockholder or its Affiliates (directly or through each such person, an “Indemnitee”), may have certain rights to indemnification, advancement of expenses and/or insurance obtained by any such entity) provided by one or more third parties on behalf of such Designating Stockholder and/or its Affiliates (collectively, the “Other Fund Indemnitors”). Notwithstanding anything to the contrary in this Agreement, and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee the Certificate of Incorporation or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), the Bylaws or otherwise: (ia) the Corporation Company is the indemnitor of first resort with respect to all Covered Persons and all (i.e., the Company’s obligations to indemnify each Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide advancement of indemnification for the same expenses to Covered Personsor liabilities incurred by each Indemnitee are secondary), (iib) the Corporation Company shall be required to indemnify and advance the full amount of expenses incurred by the Covered Personseach Indemnitee, in each case to the fullest extent required by law, the terms of this Indemnitee is entitled to such advancement under applicable law or pursuant to the Certificate of Incorporation, the By-Laws, any agreement to which the Corporation is a party, any vote of the stockholders or the BoardBylaws, or otherwiseany agreement; provided, however, in the event the Company is suing an Indemnitee, the Company shall not be responsible to advance any expenses to any such Indemnitee during the pendency of such action, (c) will be liable for the full amount of all liabilities, expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by this Agreement, without regard to any rights the Covered Persons each Indemnitee may have against the Other Indemnitors Fund Indemnitors, and (iiid) to the fullest extent permitted by law, the Corporation Company irrevocably waives, relinquishes and releases the Other 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 Corporation further agrees that Notwithstanding anything to the contrary in this Agreement, the Certificate of Incorporation of the Company or the By-Laws of the Company or otherwise, no advancement or payment by the Other Fund Indemnitors on behalf of an Indemnitee with respect to any claim for which the Covered Persons have such Indemnitee has sought indemnification or advancement of expenses from the Corporation shall Company will affect the foregoing and the Other Fund Indemnitors shall will have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons such Indemnitee against the CorporationCompany. These rights shall be a contract right, and the Other The Fund Indemnitors are express third party beneficiaries of the terms of this paragraphSection 8.9.