Common use of Primacy of Indemnification Clause in Contracts

Primacy of Indemnification. The Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary to any obligation of any other indemnitor of the Indemnitee (“Other Indemnitor”) to advance expenses or to provide indemnification for the same Losses incurred by Indemnitee), (ii) that it shall perform under this Agreement without regard to any rights Indemnitee may have against any Other Indemnitor, and (iii) that it irrevocably waives and relinquishes all claims against any Other Indemnitor for contribution, subrogation or any other recovery of any kind in respect of any Proceedings or Expenses. The Company further agrees that no advancement or payment by any Other Indemnitor on behalf of Indemnitee with respect to any Proceeding or Expense for which Indemnitee has sought indemnification from the Company shall affect the Company’s obligations hereunder.