Common use of Primacy of Indemnification Clause in Contracts

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by any of the Standard General Parties are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General Parties), without regard to any rights the Standard General Parties may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the Standard General Parties with respect to any claim for which the Standard General Parties has sought indemnification from the Company hereunder shall affect the foregoing. The 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 which the Standard General Parties would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General Parties. The Company and the Standard General Parties agree that the Indemnitors are express third party beneficiaries of this Section 6.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties CD&R Investor and its Affiliates that are Holders have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its affiliates their Affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties CD&R Investor and its Affiliates that are Holders are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by any of the Standard General Parties CD&R Investor and its Affiliates that are Holders are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General PartiesCD&R Investor or its Affiliates that are Holders), without regard to any rights the Standard General Parties CD&R Investor and its Affiliates that are Holders may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the Standard General Parties CD&R Investor and its Affiliates that are Holders must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the Standard General Parties CD&R Investor or its Affiliates that are Holders with respect to any claim for which the Standard General Parties CD&R Investor or its Affiliates that are Holders has sought indemnification from the Company hereunder shall affect the foregoing. The 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 which the Standard General Parties CD&R Investor and its Affiliates that are Holders would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCD&R Investor and its Affiliates that are Holders. The Company and the Standard General Parties CD&R Investor and its Affiliates that are Holders agree that the Indemnitors are express third party beneficiaries of this Section 65.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its affiliates the fund with which the Indemnitee is associated and/or other sources (collectively, the “"Other Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), (ii) and that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (will not assert that the Indemnitee must seek expense advancement or any other agreement between the Company and the Standard General Parties)reimbursement, without regard to any rights the Standard General Parties may have against the Indemnitorsor indemnification, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the Standard General Parties must seek indemnification from any Other Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations obligations, under this Agreement. No advancement or payment by the Other Indemnitors on behalf of the Standard General Parties Indemnitee with respect to any claim for which the Standard General Parties Indemnitee has sought indemnification from the Company hereunder shall affect the foregoing. The Other 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 which the Standard General Parties Indemnitee would have had against the Company if the Other Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason the Standard General Parties. The Company and the Standard General Parties agree a court of competent jurisdiction determines that the Other Indemnitors are express third party beneficiaries not entitled to the subrogation rights described in the preceding sentence, the Other Indemnitors shall have a right of this Section 6contribution by the Company to the Other Indemnitors with respect to any advance or payment by the Other Indemnitors to or on behalf of the Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties have Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [FUND] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), (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 Losses Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and the Standard General PartiesIndemnitee), without regard to any rights the Standard General Parties Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) thereof. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Fund Indemnitors on behalf of the Standard General Parties Indemnitee with respect to any claim for which the Standard General Parties Indemnitee has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the Standard General Parties would have had of Indemnitee against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 65.]

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties have PEP Investor has certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its affiliates Affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties PEP Investor are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by any of the Standard General Parties PEP Investor are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General PartiesPEP Investor), without regard to any rights the Standard General Parties PEP Investor may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the Standard General Parties PEP Investor must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the Standard General Parties PEP Investor with respect to any claim for which the Standard General Parties PEP Investor has sought indemnification from the Company hereunder shall affect the foregoing. The 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 which the Standard General Parties PEP Investor would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesPEP Investor. The Company and the Standard General Parties PEP Investor agree that the Indemnitors are express third party beneficiaries of this Section 6.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties Indemnitee has or may have certain rights to indemnification, advancement of expenses and/or insurance provided by other entities with which Indemnitee is affiliated and certain of its affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), ; (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 Losses expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and the Standard General PartiesIndemnitee), without regard to any rights the Standard General Parties Indemnitee may have against the Indemnitors, ; and (iii) that it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) thereof. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Indemnitors on behalf of the Standard General Parties Indemnitee with respect to any claim for which the Standard General Parties Indemnitee has sought indemnification from the Company hereunder shall affect the foregoing. The foregoing and the 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 which the Standard General Parties would have had of Indemnitee against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Indemnitors are express third party beneficiaries of the terms of this Section 63(c).

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties Designated Stockholders have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor Indemnitor of first resort (i.e., its obligations to the Standard General Parties Designated Stockholders are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses Liabilities incurred by any of the Standard General Parties Designated Stockholders are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses Liabilities to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General Partiesrelevant Designated Stockholder), without regard to any rights the Standard General Parties any Designated Stockholder may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the Standard General Parties any Designated Stockholder must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the Standard General Parties any Designated Stockholder with respect to any claim for which the Standard General Parties such Designated Stockholder has sought indemnification from the Company hereunder shall affect the foregoing. The 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 which the Standard General Parties any Designated Stockholder would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General Partiessuch Designated Stockholder. The Company and the Standard General Parties Designated Stockholders agree that the Indemnitors are express third party beneficiaries of this Section 69.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties have Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Company’s insurance provider and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), ; (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 Losses Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and the Standard General PartiesIndemnitee), without regard to any rights the Standard General Parties Indemnitee may have against the Fund Indemnitors, ; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) thereof. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Fund Indemnitors on behalf of the Standard General Parties Indemnitee with respect to any claim for which the Standard General Parties Xxxxxxxxxx has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the Standard General Parties would have had of Indemnitee against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 65.

Primacy of Indemnification. (a) The Company hereby acknowledges Parties acknowledge that certain of the Standard General Company Parties may have certain rights to indemnification, contribution and/or advancement of expenses and/or insurance provided by certain of its affiliates a Person other than the Company (collectivelysuch Person, the a “IndemnitorsResponsible Party”). The Notwithstanding anything contained herein to the contrary, the Parties agree that the Company hereby agrees that (ia) it is shall be the indemnitor of first resort and any obligations it has to indemnify any Company Parties pursuant to Section 9.3 of this Agreement (i.e., its obligations to the Standard General Parties “Indemnity Arrangements”) are primary and any shall supersede the obligation of the Indemnitors any Responsible Party to provide indemnification, contribution or to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties are secondary to any such obligation of the Company), Company Party; (iib) that it shall be liable for all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the full amount of all Losses Company Party, but only to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General Parties)Indemnity Arrangements, without regard to any rights the Standard General Parties such Company Party may have against the Indemnitors, any Responsible Parties; and (iiic) it hereby irrevocably waives, relinquishes and releases the Indemnitors Responsible Parties from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that arising out of or relating to any Indemnity Arrangement. For the Standard General Parties must seek indemnification from avoidance of doubt, any Indemnitor before insurance company providing insurance coverage to the Company must perform its indemnification obligations or any Company Party shall not constitute a Responsible Party under this Agreement. No advancement The Parties further agree that no advancement, contribution or indemnification payment by the Indemnitors any Responsible Party on behalf of the Standard General Parties with respect to any claim for which the Standard General Parties has sought indemnification from the Company hereunder Party shall affect the foregoing. The Indemnitors , and such Responsible Party 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 which of the Standard General Parties would have had Company Party against the Company if under the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General Parties. The Company and the Standard General Parties agree that the Indemnitors are express third party beneficiaries provisions of this Section 6Agreement.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties have Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Name of Fund/Sponsor] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), (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 Losses Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and the Standard General PartiesIndemnitee), without regard to any rights the Standard General Parties Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) thereof. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Fund Indemnitors on behalf of the Standard General Parties Indemnitee with respect to any claim for which the Standard General Parties Indemnitee has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the Standard General Parties would have had of Indemnitee against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 64(c).

Primacy of Indemnification. The Company hereby acknowledges that certain of Indemnitee has or may have in the Standard General Parties have future certain rights to indemnification, advancement of expenses and/or insurance provided by entities and/or organizations (and certain of its their affiliates) other than the Company or the Company’s insurers or affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Fund Indemnitors to advance Advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), (ii) that it shall be required to Advance the full amount of Advance Expenses incurred by Indemnitee and (iii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and Agreement, the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General Parties)Constituent Documents and/or Other Indemnity Provisions, without regard to any rights the Standard General Parties Indemnitee may have against the Fund Indemnitors, and (iii) it . The Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) thereof. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Fund Indemnitors on behalf of the Standard General Parties Indemnitee with respect to any claim for which the Standard General Parties Indemnitee has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the Standard General Parties would have had of Indemnitee against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 617.

Primacy of Indemnification. The Company Issuer hereby acknowledges that certain of the Standard General Parties Investors have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its their affiliates (collectively, the “Indemnitors”). The Company Issuer hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Investors are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by any of the Standard General Parties Investors are secondary to any such obligation of the CompanyIssuer), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company Issuer (or any other agreement between the Company Issuer and the Standard General Partiesrelevant Investor), without regard to any rights the Standard General Parties any Investor may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the Standard General Parties any Investor must seek indemnification from any Indemnitor before the Company Issuer must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the Standard General Parties any Investor with respect to any claim for which the Standard General Parties such Investor has sought indemnification from the Company Issuer hereunder shall affect the foregoing. The 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 which the Standard General Parties any Investor would have had against the Company Issuer if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General Partiessuch Investor. The Company Issuer and the Standard General Parties Investors agree that the Indemnitors are express third party beneficiaries of this Section 6.

Primacy of Indemnification. The Company hereby acknowledges that certain that, to the extent the Director is serving on the Board of the Standard General Parties Company at the direction of (the “Investor”), the Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor and/or certain of its their affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Director are secondary to any such obligation of the Companysecondary), ; (ii) that it shall be required to advance the full amount of Expenses incurred by the Director and shall be liable for the full amount of all Losses Expenses to the extent legally permitted and as required by the terms term of this Agreement and the articles and other organizational documents any provision of the Company Articles (or any other agreement between the Company and the Standard General PartiesDirector), without regard to any rights the Standard General Parties Director may have against the Investor Indemnitors; and, and (iii) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims (x) against the Investor Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) to the extent permitted by the applicable law. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Investor Indemnitors on behalf of the Standard General Parties Director, to the extent reasonable and necessary, with respect to any claim for which the Standard General Parties Director has sought indemnification from the Company hereunder shall affect the foregoing. The foregoing and the Investor 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 which of the Standard General Parties would have had Director against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Investor Indemnitors are express third party beneficiaries of this Section 6the terms hereof.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by [ 🌑 ] and certain of its affiliates (collectively, the “Third Party Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Third Party Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), ; (ii) that it shall be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Losses Expenses to the extent legally permitted and as required by the terms term of this Agreement and the articles and other organizational documents any provision of the Company Articles (or any other agreement between the Company and the Standard General PartiesIndemnitee), without regard to any rights the Standard General Parties Indemnitee may have against the Third Party Indemnitors; and, and (iii) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims (x) against the Third Party Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) to the extent permitted by the applicable law. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Third Party Indemnitors on behalf of the Standard General Parties Indemnitee, to the extent reasonable and necessary, with respect to any claim for which the Standard General Parties Indemnitee has sought indemnification from the Company hereunder shall affect the foregoing. The foregoing and the Third Party 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 which of the Standard General Parties would have had Indemnitee against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Third Party Indemnitors are express third party beneficiaries of this Section 6the terms hereof.]

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties have Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Name of Fund/Sponsor] and certain of its [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties Indemnitee are secondary to any such obligation of the Companysecondary), (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 Losses expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents Certificate of the Company Incorporation or Bylaws (or any other agreement between the Company and the Standard General PartiesIndemnitee), without regard to any rights the Standard General Parties Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) thereof. The Company further agrees that the Standard General Parties must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No no advancement or payment by the Fund Indemnitors on behalf of the Standard General Parties Indemnitee with respect to any claim for which the Standard General Parties Xxxxxxxxxx has sought indemnification from the Company hereunder shall affect the foregoing. 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 which the Standard General Parties would have had of Indemnitee against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General PartiesCompany. The Company and the Standard General Parties Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 613.

Primacy of Indemnification. The Company hereby acknowledges that certain of the Standard General Parties Investors have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its affiliates Affiliates (collectively, the “Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Standard General Parties Investors are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by any of the Standard General Parties Investors are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General Partiesrelevant Investor), without regard to any rights the Standard General Parties any Investor may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that the Standard General Parties any Investor must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of the Standard General Parties any Investor with respect to any claim for which the Standard General Parties such Investor has sought indemnification from the Company hereunder shall affect the foregoing. The 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 which the Standard General Parties any Investor would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General Partiessuch Investor. The Company and the Standard General Parties Investors agree that the Indemnitors are express third third-party beneficiaries of this Section 6.

Primacy of Indemnification. The Company hereby acknowledges Parties acknowledge that certain of the Standard General Company Parties may have certain rights to indemnification, contribution and/or advancement of expenses and/or insurance provided by certain of its affiliates a Person other than the Company (collectivelysuch Person, the a “IndemnitorsResponsible Party”). The Notwithstanding anything contained herein to the contrary, the Parties agree that the Company hereby agrees that (ia) it is shall be the indemnitor of first resort and any obligations it has to indemnify any Company Parties pursuant to Section 8.3 of this Agreement (i.e., its obligations to the Standard General Parties “Indemnity Arrangements”) are primary and any shall supersede the obligation of the Indemnitors any Responsible Party to provide indemnification, contribution or to advance expenses or to provide indemnification for the same Losses expenses or liabilities incurred by any of the Standard General Parties are secondary to any such obligation of the Company), Company Party; (iib) that it shall be liable for all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the full amount of all Losses Company Party, but only to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the Standard General Parties)Indemnity Arrangements, without regard to any rights the Standard General Parties such Company Party may have against the Indemnitors, any Responsible Parties; and (iiic) it hereby irrevocably waives, relinquishes and releases the Indemnitors Responsible Parties from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that arising out of or relating to any Indemnity Arrangement. For the Standard General Parties must seek indemnification from avoidance of doubt, any Indemnitor before insurance company providing insurance coverage to the Company must perform its indemnification obligations or any Company Party shall not constitute a Responsible Party under this Agreement. No advancement The Parties further agree that no advancement, contribution or indemnification payment by the Indemnitors any Responsible Party on behalf of the Standard General Parties with respect to any claim for which the Standard General Parties has sought indemnification from the Company hereunder Party shall affect the foregoing. The Indemnitors , and such Responsible Party 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 which of the Standard General Parties would have had Company Party against the Company if under the Indemnitors had not advanced or paid any amount to or on behalf of the Standard General Parties. The Company and the Standard General Parties agree that the Indemnitors are express third party beneficiaries provisions of this Section 6.Agreement