Common use of Primacy of Obligations Clause in Contracts

Primacy of Obligations. In furtherance of Section 5.03(a), the Company acknowledges that certain Indemnified Persons may have rights to indemnification, advancement of expenses and/or insurance provided by a General Partner Member or Affiliates (a “Member Indemnitor”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to such Indemnified Persons are primary and any obligation of the Member Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Persons are secondary), and (ii) that the Company shall be required to advance the full amount of expenses incurred by such Indemnified Persons and 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 (or any other agreement between the Company and such Indemnified Persons), without regard to any rights such Indemnified Persons may have against the Member Indemnitor. The Company further agrees that no advancement or payment by the Member Indemnitor on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing, and the Member Indemnitor shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company.

Primacy of Obligations. In furtherance of this Section 5.03(a)7.7, the Company acknowledges that certain Indemnified Persons entitled to indemnification under this Section 7.7 may have rights to indemnification, advancement of expenses and/or insurance provided by a General Partner Member or Affiliates Persons other than the Company (a collectively, the “Member IndemnitorOutside Indemnitors”). The Company hereby agrees (i) that it (and any of its insurers) is the indemnitor of first resort (i.e., its obligations to such Indemnified indemnified Persons under this Section 7.7 are primary primary, and any obligation of the Member Indemnitor Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Persons are secondary), and (ii) that the Company shall be required to advance the full amount of expenses incurred by such Indemnified indemnified Persons and 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 (or any other agreement between the Company and such Indemnified indemnified Persons), without regard to any rights such Indemnified indemnified Persons may have against the Member Indemnitorrespective Outside Indemnitors, and (iii) that the Company irrevocably waives, relinquishes and releases the Outside Indemnitors from any and all claims against the Outside 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 Member Indemnitor Outside Indemnitors on behalf of any such Indemnified indemnified Person with respect to any claim for which such Indemnified indemnified Person has sought indemnification from the Company shall affect the foregoing, and the Member Indemnitor Outside Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such Indemnified indemnified Person against the Company. The Company agrees that the Outside Indemnitors are express third party beneficiaries of the terms of this Section 7.7(j).

Primacy of Obligations. In furtherance of Section 5.03(a7.4(f), the Company acknowledges that certain Indemnified Persons may have rights to indemnification, advancement of expenses and/or insurance provided by a General Partner Member or Affiliates Persons other than the Company (a collectively, the “Member IndemnitorOutside Indemnitors”). The Company hereby agrees (i) that it (and any of its insurers) is the indemnitor of first resort (i.e., its obligations to such Indemnified Persons are primary and any obligation of the Member Indemnitor Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Persons are secondary), and (ii) that the Company it shall be required to advance the full amount of expenses incurred by such Indemnified Persons and 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 (or any other agreement between the Company and such Indemnified Persons), without regard to any rights such Indemnified Persons may have against the Member Indemnitorrespective Outside Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Outside Indemnitors from any and all claims against the Outside 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 Member Indemnitor Outside Indemnitors on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing, and the Member Indemnitor Outside Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company. The Company agrees that the Outside Indemnitors are express third party beneficiaries of the terms of this Section 7.4(g).

Primacy of Obligations. NGR Management and each Member acknowledge and agree that the indemnification and advancement and reimbursement of expenses obligations of NGR Management hereunder, and under any insurance policy procured pursuant to Section 6.5(i), shall be deemed primary coverage and in no event shall NGR Management (or any provider of insurance pursuant to Section 6.5(i)) be entitled to any contribution from any provider of Supplemental Indemnification Rights. In furtherance of Section 5.03(a6.5(g), the Company NGR Management acknowledges that certain Indemnified Persons may have rights to indemnification, advancement and/or reimbursement of expenses and/or or insurance provided by a General Partner Member or Affiliates Persons other than NGR Management (a collectively, the “Member IndemnitorOutside Indemnitors”). The Company NGR Management hereby agrees (i) that it NGR Management (or any of its insurers) is the indemnitor of first resort (i.e., its obligations to such Indemnified Persons are primary primary, and any obligation of the Member Indemnitor Outside Indemnitors to advance and/or reimburse expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Persons are secondary), and (ii) that the Company NGR Management shall be required to advance and/or reimburse the full amount of expenses incurred by such Indemnified Persons and 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 (or any other agreement between the Company NGR Management and such Indemnified Persons), without regard to any rights such Indemnified Persons may have against the Member Indemnitorrespective Outside Indemnitors, and (iii) that NGR Management irrevocably waives, relinquishes and releases the Outside Indemnitors from any and all claims against the Outside Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company NGR Management further agrees that no advancement or payment by the Member Indemnitor Outside Indemnitors on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification or advancement or reimbursement of expenses from the Company NGR Management shall affect the foregoing, and the Member Indemnitor Outside Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement advancement, reimbursement or payment to all of the rights of recovery of such Indemnified Person against NGR Management. NGR Management agrees that the CompanyOutside Indemnitors are express third party beneficiaries of the terms of this Section 6.5(h).

Primacy of Obligations. NGR Management and each Member acknowledge and agree that the indemnification and advancement and reimbursement of expenses obligations of NGR Management hereunder, and under any insurance policy procured pursuant to Section 6.56.4(ih), shall be deemed primary coverage and in no event shall NGR Management (or any provider of insurance pursuant to Section 6.56.4(ih)) be entitled to any contribution from any provider of Supplemental Indemnification Rights. In furtherance of Section 5.03(a6.56.4(gf), the Company NGR Management acknowledges that certain Indemnified Persons may have rights to indemnification, advancement and/or reimbursement of expenses and/or or insurance provided by a General Partner Member or Affiliates Persons other than NGR Management (a collectively, the “Member IndemnitorOutside Indemnitors”). The Company NGR Management hereby agrees (i) that it NGR Management (or any of its insurers) is the indemnitor of first resort (i.e., its obligations to such Indemnified Persons are primary primary, and any obligation of the Member Indemnitor Outside Indemnitors to advance and/or reimburse expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Persons are secondary), and (ii) that the Company NGR Management shall be required to advance and/or reimburse the full amount of expenses incurred by such Indemnified Persons and 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 (or any other agreement between the Company NGR Management and such Indemnified Persons), without regard to any rights such Indemnified Persons may have against the Member Indemnitorrespective Outside Indemnitors, and (iii) that NGR Management irrevocably waives, relinquishes and releases the Outside Indemnitors from any and all claims against the Outside Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company NGR Management further agrees that no advancement or payment by the Member Indemnitor Outside Indemnitors on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification or advancement or reimbursement of expenses from the Company NGR Management shall affect the foregoing, and the Member Indemnitor Outside Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement advancement, reimbursement or payment to all of the rights of recovery of such Indemnified Person against NGR Management. NGR Management agrees that the CompanyOutside Indemnitors are express third party beneficiaries of the terms of this Section 6.56.4(hg).