Common use of Nature of Rights Clause in Contracts

Nature of Rights. The right to indemnification and to advancement and recovery of Expenses conferred in this Agreement will not be exclusive of any other right that Indemnitee may have or subsequently acquire under any statute, provision of the Certificate of Incorporation or Bylaws of the Company or the organizational documents of any of the Company’s affiliates, agreement, vote of stockholders or directors, or otherwise. The right to indemnification and to advancement and recovery of Expenses conferred in this Agreement are contract rights that will continue as to Indemnitee once Indemnitee has ceased to be a director, officer, manager, employee or agent of or at the request of the Company, and will inure to the benefit of Indemnitee’s heirs, personal representatives and assigns. Notwithstanding the foregoing, the Company agrees that it is the indemnitor of first resort, i.e., its obligations to the Indemnitee are primary and the obligation of any other person or entity with which Indemnitee is affiliated (or any of that person’s or entity’s affiliates) other than the Company or its insurers (collectively, “Affiliates”) to provide advancement or indemnification for the same Losses incurred by Indemnitee are secondary. If any Affiliate pays or causes to be paid, for any reason, any amounts otherwise indemnifiable under this Agreement or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with Indemnitee, then (i) that Affiliate will be fully subrogated to all rights of Indemnitee with respect to such payment, and (ii) the Company shall reimburse that Affiliate for the payments actually made, to the extent indemnifiable under this Agreement.