Common use of Company Obligations Primary Clause in Contracts

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations (collectively, the “Secondary Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance the full amount of Expenses incurred by Indemnitee and will 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 Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors and (iii) it irrevocably waives relinquishes and releases the 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 Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors will 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 Secondary Indemnitors are express third party beneficiaries of the terms hereof.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses Expenses and/or insurance provided by one or more [SAP SE and/or its subsidiaries (other entities and/or organizations than the Company and its subsidiaries) and certain of its affiliates] (collectively, the “Secondary Indemnitors”). The Company hereby agrees that (ia) it is the indemnitor of first resort with respect to matters covered by this Agreement (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (iib) it will be required to advance the full amount of Expenses expenses incurred by Indemnitee and will be liable for the full amount of all ExpensesExpenses and Other Liabilities, judgmentseach in accordance with the terms of this Agreement, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors and (iiic) it irrevocably waives waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofamounts owed by the Company under this Agreement. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors will 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 Secondary Indemnitors are express third third-party beneficiaries of the terms hereof.]

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations (collectively, the “Secondary Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance the full amount of Expenses incurred by Indemnitee and will 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 Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors and (iii) it irrevocably waives relinquishes and releases the 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 Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors will 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 Secondary Indemnitors are express third party beneficiaries of the terms hereof.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations (collectively, the “Secondary Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance the full amount of Expenses incurred by Indemnitee and will 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 Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors and (iii) it irrevocably waives relinquishes and releases the 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 Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Ixxxxxxxxx has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors will 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 Secondary Indemnitors are express third party beneficiaries of the terms hereof.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee has or may have from time to time obtain certain rights to indemnification, indemnification for or advancement of expenses Expenses and Other Liabilities and/or insurance provided by one [name of VC or more other entities and/or organizations sponsoring organization] (collectively, the “Secondary IndemnitorsOther Indemnitor”). The Company hereby agrees with Indemnitee that (i) it the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors Other Indemnitor to advance of expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (ii) it and that the Company will be required obligated to advance the full amount of Expenses incurred by Indemnitee and will be liable make all payments due to or for the full amount benefit of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and Indemnitee), Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Secondary Indemnitors and (iii) it irrevocably Other Indemnitor. The Company hereby waives relinquishes and releases any equitable rights to contribution or indemnification from the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery Other Indemnitor in respect of any kind in respect thereofamounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder. In the event that the Company provides any such repayment to the Other Indemnitor, the Company shall not be obligated to reimburse the Indemnitee for any Expenses or Other Liabilities related to such repayments. The Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from the Other Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Secondary Indemnitors Other Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will shall affect the foregoing and the Secondary Indemnitors will have a right of contribution and/or foregoing. The Other Indemnitor shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of which Indemnitee would have had against the CompanyCompany if the Other Indemnitor had not advanced or paid any amount to or on behalf of Indemnitee. The Company and Indemnitee agree If for any reason a court of competent jurisdiction determines that the Secondary Indemnitors are express third party beneficiaries Other Indemnitor is not entitled to the subrogation rights described in the preceding sentence, the Other Indemnitor shall have the right of contribution by the Company to the Other Indemnitor with respect to any advance or payment by the Other Indemnitor to or on behalf of the terms hereofIndemnitee.]

Company Obligations Primary. The Company hereby acknowledges that Indemnitee Agent may have certain rights to indemnification, advancement of expenses Expenses and/or insurance provided by one [the Associated Enterprise and additional] entities or more organizations other entities and/or organizations than the Company (collectively, the “Secondary Additional Indemnitors”). The Company hereby agrees that that: (ia) it is the indemnitor of first resort (i.e., its obligations to Indemnitee Agent are primary and any obligation of the Secondary Additional Indemnitors (or any insurance carrier providing insurance coverage purchased by any Additional Indemnitor) to advance expenses Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee Agent are secondary), ; (iib) it will shall be required to advance the full amount of Expenses incurred by Indemnitee Agent and will 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 Certificate of Incorporation or Bylaws of and the Company (or any agreement between the Company and Indemnitee)Bylaws, without regard to any rights Indemnitee Agent may have against the Secondary Additional Indemnitors (or any insurance carrier providing insurance coverage purchased by any Additional Indemnitor); and (iiic) it irrevocably waives waives, relinquishes and releases the Secondary Additional Indemnitors from any and all claims against the Secondary Additional 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 Secondary Additional Indemnitors on behalf of Indemnitee Agent with respect to any claim for which Indemnitee Agent has sought indemnification from the Company will shall affect the foregoing and the Secondary Additional Indemnitors will shall have a right of contribution indemnification and/or be subrogated to the full extent of such advancement or payment to all of the rights of recovery of Indemnitee Agent against the Company. The Company and Indemnitee Agent agree that the Secondary Additional Indemnitors are express third party beneficiaries of the terms hereofof this Agreement and that the Additional Indemnitors are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were party hereto.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations Fund and certain of its affiliates (collectively, the “Secondary Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Fund Indemnitors to advance expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance the full amount of Expenses expenses incurred by Indemnitee and will 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 Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Fund Indemnitors and (iii) it irrevocably waives relinquishes and releases the Secondary Fund Indemnitors from any and all claims against the Secondary 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 Secondary Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Fund Indemnitors will 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 Secondary Fund Indemnitors are express third party beneficiaries of the terms hereof.

Company Obligations Primary. The Company hereby acknowledges shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any other indemnification agreement if and to the extent that Indemnitee may have certain rights to indemnificationhas otherwise actually received such payment under any insurance policy, advancement of expenses and/or insurance provided by one contract, agreement or more other entities and/or organizations otherwise; provided, however, that (collectively, a) the “Secondary Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary primary, and any obligation of the Secondary Fund Indemnitors to advance expenses provide advancement or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance the full amount of Expenses incurred by Indemnitee and will be liable for the full amount of all any Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the extent legally permitted Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and as required (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Certificate of Incorporation or Bylaws of Fund Indemnitors. In addition, the Company (or hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any agreement between rights that the Company and Indemnitee), without regard to any rights Indemnitee may now have or hereafter acquires against the Secondary Fund Indemnitors and (iii) it irrevocably waives relinquishes and releases the Secondary Indemnitors or Indemnitee that arise from any and all claims against the Secondary Indemnitors for or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company will affect the foregoing and the Secondary Indemnitors will have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Secondary Indemnitors are express third party beneficiaries of the terms hereofCompany.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations (collectively, the “Secondary Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance the full amount of Expenses incurred by Indemnitee and will 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 Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors and (iii) it irrevocably waives relinquishes and releases the 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 Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Xxxxxxxxxx has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors will 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 Secondary Indemnitors are express third party beneficiaries of the terms hereof.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations (collectively, the “Secondary Indemnitors”). The Company hereby agrees that (ia) it is the indemnitor of first resort with respect to matters covered by this Agreement (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors (defined below) to advance expenses Expenses or to provide indemnification for the same Expenses or liabilities Other Liabilities incurred by Indemnitee are secondary), (iib) it will be required to advance the full amount of Expenses incurred by Indemnitee and will be liable for the full amount of all ExpensesExpenses and Other Liabilities, judgmentseach in accordance with the terms of this Agreement, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company By-Laws (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors and (iiic) it irrevocably waives waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofamounts owed by the Company under this Agreement. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by (i) Intercontinental Exchange, Inc. and its subsidiaries (other than the Company and its subsidiaries), (ii) Victory Park Capital Advisors, LLC and/or its subsidiaries (other than the Company and its subsidiaries) and certain of its affiliates or (iii) insurers or other entities that may provide personal or enterprise level insurance policies in the name or on behalf of Indemnitee from time to time (the persons and entities identified in (i), (ii) and (iii), collectively, the “Secondary Indemnitors”). The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors will 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 Secondary Indemnitors are express third third-party beneficiaries of the terms hereof.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have has certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations (collectively, the “Secondary Sponsor Indemnitors”). The Company hereby agrees that (ia) it is the indemnitor of first resort (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary primary, and any obligation of the Secondary Sponsor Indemnitors to advance expenses provide advancement or to provide indemnification for the same Expenses or liabilities any Losses incurred by Indemnitee are secondary), (iib) it will shall be required to advance the full amount of Expenses expenses incurred by Indemnitee and will the Company shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement Losses to the extent legally permitted and as required by the terms of this Agreement and Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors Sponsor Indemnitors, and (iiic) it if the Sponsor Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Sponsor Indemnitors shall have a right of contribution and/or be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Sponsor Indemnitors for all such payments actually made by the Sponsor Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives relinquishes waives, relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Secondary Indemnitors from any and all claims Company may now have or hereafter acquires against the Secondary Sponsor Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company will affect the foregoing and the Secondary Indemnitors will have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that this Section 14 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Secondary Indemnitors are express third party beneficiaries of the terms hereofCompany.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have has certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations (collectively, the “Secondary Fund Indemnitors”). The Company hereby agrees that (ia) it is the indemnitor of first resort (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary primary, and any obligation of the Secondary Fund Indemnitors to advance expenses provide advancement or to provide indemnification for the same Expenses or liabilities any Losses incurred by Indemnitee are secondary), (iib) it will shall be required to advance the full amount of Expenses expenses incurred by Indemnitee and will the Company shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement Losses to the extent legally permitted and as required by the terms of this Agreement and Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors Fund Indemnitors, and (iiic) it if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall have a right of contribution and/or be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives relinquishes waives, relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Secondary Indemnitors from any and all claims Company may now have or hereafter acquires against the Secondary Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company will affect the foregoing and the Secondary Indemnitors will have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that this Section 14 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Secondary Indemnitors are express third party beneficiaries of the terms hereofCompany.

Company Obligations Primary. The Company hereby acknowledges that an Indemnitee nominated by a Fund may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations Fund and certain of its affiliates (collectively, the “Secondary Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Fund Indemnitors to advance expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), ,) (ii) it will be required to advance the full amount of Expenses expenses incurred by Indemnitee and will 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 Certificate certificate of Incorporation incorporation or Bylaws current memorandum and articles of the Company association (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Fund Indemnitors and (iii) it irrevocably waives waives, relinquishes and releases the Secondary Fund Indemnitors from any and all claims against the Secondary 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 Secondary Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Fund Indemnitors will 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 Secondary Fund Indemnitors are express third party beneficiaries of the terms hereof.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance indemnification for Expenses and Other Liabilities provided by one or more other entities and/or organizations a third party. (collectively, the “Secondary IndemnitorsOther Indemnitor”). The Company hereby agrees with Indemnitee that (i) it the Company is the indemnitor of first resort (i.e., its obligations of Indemnitee with respect to Indemnitee are primary matters for which indemnification is provided under this Agreement and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance the full amount of Expenses incurred by Indemnitee and will 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 Certificate of Incorporation or Company’s Bylaws of the Company (or any other agreement between the Company and Indemnitee), ) and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Secondary Indemnitors and (iii) it Other Indemnitor. The Company hereby irrevocably waives waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for equitable rights to contribution, subrogation subrogation, indemnification or any other recovery of any kind from the Other Indemnitor in respect thereofof any amounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder. The Company further agrees that no advancement or payment by the Secondary Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will shall affect the foregoing and the Secondary Other Indemnitors will 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 Secondary Other Indemnitors are express third party beneficiaries of the terms hereofof this Section 3.

Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have has certain rights to indemnification, advancement of expenses and/or insurance provided by one or more other entities and/or organizations [_______________] and certain of its Affiliates (collectively, the “Secondary Fund Indemnitors”). The Company hereby agrees agrees, that notwithstanding the provisions of Section 3(b), (i) it the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Fund Indemnitors to advance expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (ii) it will the Company shall be required to advance the full amount of Expenses incurred by Indemnitee and will shall be liable for the full amount of all Expenses, judgments, penalties, fines Expenses and amounts paid in settlement Other Liabilities to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors and Fund Indemnitors, and, (iii) it the Company irrevocably waives waives, relinquishes and releases the Secondary Fund Indemnitors from any and all claims against the Secondary 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 Secondary Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company will shall affect the foregoing and the Secondary Fund Indemnitors will 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 Secondary Fund Indemnitors are express third party beneficiaries of the terms hereof.