Common use of Primary Obligor Clause in Contracts

Primary Obligor. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Name of Fund/Sponsor] and certain of [its][their] affiliates (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 shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the Company’s Amended and Restated Articles of Association and the Company’s Amended and Restated Memorandum of Association (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, 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 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.

Primary Obligor. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Name Indemnitee’s employer(s) and/or certain affiliates of Fund/Sponsor] and certain of [its][their] affiliates Indemnitee (collectively, the “Fund Third Party Indemnitors”). The Notwithstanding anything in this Agreement to the contrary, the Company hereby agrees (i) that it the Company is the an indemnitor of first resort (i.e., each of its obligations to Indemnitee are primary and any obligation of the Fund Third Party Indemnitors to advance expenses Expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it the Company shall be required to advance the full amount of expenses Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement other payments to Indemnitee to the extent legally permitted and as required by the terms of this Agreement, the Company’s Amended and Restated Articles of Association and the Company’s Amended and Restated Memorandum of Association (Agreement or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Third Party Indemnitors, and, and (iii) that it the Company irrevocably waives, relinquishes and releases the Fund Third Party Indemnitors from any and all claims against the Fund Third Party 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 Third Party 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 Third Party Indemnitors shall have a right of contribution and/or to 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 Third Party Indemnitors are express third party beneficiaries of the terms of this SectionSection 16.

Primary Obligor. The Company hereby acknowledges that Indemnitee has each Covered Person may have certain rights to indemnification, advancement of expenses and/or insurance provided by [Name of Fund/Sponsor] and certain of [its][their] affiliates the Members or their Affiliates (collectively, the “Fund Affiliate Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee each Covered Person are primary and any obligation of the Fund Affiliate Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee each Covered Person are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee each Covered Person and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts Indemnified Losses paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the Company’s Amended and Restated Articles of Association and the Company’s Amended and Restated Memorandum of Association Agreement (or any other agreement between the Company and Indemniteeeach Covered Person), without regard to any rights Indemnitee any Covered Person may have against the Fund Affiliate Indemnitors, and, and (iii) that it irrevocably waives, relinquishes and releases the Fund Affiliate Indemnitors from any and all claims against the Fund Affiliate 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 Affiliate Indemnitors on behalf of Indemnitee any Covered Person with respect to any claim for which Indemnitee Covered Person has sought indemnification from the Company shall affect the foregoing and the Fund Affiliate 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 such Covered Person against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section.