Common use of Primacy of Indemnification Clause in Contracts

Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of Expenses and/or insurance provided by the Xxxxxx Xxxxx Group. The Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Xxxxxx Xxxxx Group to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee is secondary), (ii) that the Company shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Damages to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Xxxxxx Xxxxx Group and (iii) that the Company irrevocably waives, relinquishes and releases the Xxxxxx Xxxxx Group from any and all claims against the Xxxxxx Xxxxx Group for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Xxxxxx Xxxxx Group on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Xxxxxx Xxxxx Group 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 Xxxxxx Xxxxx Group is an express third-party beneficiary of the terms of this Section 4(c).]

Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of Expenses expenses and/or insurance provided by [insert name of investor entity] and certain of its affiliates (collectively, the Xxxxxx Xxxxx Group“Fund Indemnitors”). The Company hereby agrees (i) that the Company it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Xxxxxx Xxxxx Group Fund Indemnitors to advance Expenses expenses or to provide indemnification for the same Expenses expenses or liabilities incurred by Indemnitee is are secondary), (ii) that the Company it shall be required to advance the full amount of Expenses expenses incurred by Indemnitee and shall be liable for the full amount of all Damages 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 Certificate of Incorporation or Bylaws of the Bylaws Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Xxxxxx Xxxxx Group Fund Indemnitors, and (iii) that the Company it irrevocably waives, relinquishes and releases the Xxxxxx Xxxxx Group Fund Indemnitors from any and all claims against the Xxxxxx Xxxxx Group 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 Xxxxxx Xxxxx Group 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 Xxxxxx Xxxxx Group 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 Xxxxxx Xxxxx Group is an Fund Indemnitors are express third-third party beneficiary beneficiaries of the terms of this Section 4(c)8.]

Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain may have additional rights to indemnification, advancement of Expenses and/or insurance provided by the Xxxxxx Xxxxx Groupobtained on Indemnitee’s behalf (“Other Arrangements”). The Company hereby agrees that (i) that the Company is the indemnitor of first resort (i.e.resort, such that its obligations to Indemnitee are primary and any obligation of the Xxxxxx Xxxxx Group Other Arrangements to advance Expenses or to provide indemnification for the same liabilities or Expenses or liabilities incurred by Indemnitee is are secondary), (ii) that the Company shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Damages liabilities and Expenses to the extent legally permitted and as required by this Agreement, the terms of this Agreement and the Certificate of Incorporation or the Bylaws (bylaws, or any other agreement between the Company and the Indemnitee), without regard to any rights Indemnitee may have against the Xxxxxx Xxxxx Group pursuant to Other Arrangements, and (iii) that the Company irrevocably waives, relinquishes and releases the Xxxxxx Xxxxx Group any provider of Other Arrangements from any and all claims against the Xxxxxx Xxxxx Group such provider for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Xxxxxx Xxxxx Group any provider of Other Arrangements on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing foregoing, and the Xxxxxx Xxxxx Group providers of Other Arrangements 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 Xxxxxx Xxxxx Group is an express third-party beneficiary of the terms of this Section 4(c).]

Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of Expenses and/or insurance provided by the Xxxxxx Xxxxx CHS Group. The Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Xxxxxx Xxxxx CHS Group to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee is secondary), (ii) that the Company shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Damages to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Xxxxxx Xxxxx CHS Group and (iii) that the Company irrevocably waives, relinquishes and releases the Xxxxxx Xxxxx CHS Group from any and all claims against the Xxxxxx Xxxxx CHS Group for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Xxxxxx Xxxxx CHS Group on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Xxxxxx Xxxxx CHS Group 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 Xxxxxx Xxxxx CHS Group is an express third-party beneficiary of the terms of this Section 4(c).]