Common use of Primary Indemnitor Clause in Contracts

Primary Indemnitor. The Corporation hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by a third party and affiliates (collectively, “Third-Party Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (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 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 of Incorporation or Bylaws of the Corporation (or any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnittee has sought indemnification from the Corporation shall affect 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 of Indemnitee against the Corporation. The Corporation and Indemnitee agree that the Third-Party Indemnitors are express third party beneficiaries of the term of this Section 10.

Primary Indemnitor. The Corporation hereby acknowledges that Indemnitee certain Covered Persons may have certain rights to indemnification, indemnification and advancement of expenses and/or (directly or through insurance obtained by any such entity) provided by a one or more third party and affiliates parties (collectively, the “Third-Party Other Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) that it the Corporation is the indemnitor of first resort (i.e., its with respect to all Covered Persons and all obligations to Indemnitee are primary indemnify and any obligation provide advancement of the Third-Party Indemnitors expenses to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary)Covered Persons, (ii) that it the Corporation shall be required to indemnify and advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all expensesCovered Persons, judgments, penalties, fines and amounts paid in settlement to the fullest extent legally permitted and as required by law, the terms of this Agreement and Certificate of Incorporation, the Articles of Incorporation or Bylaws Bylaws, any agreement to which the Corporation is a party, any vote of the Corporation (stockholders or any other agreement between the Corporation and Indemnitee)Board of Directors, or otherwise, without regard to any rights Indemnitee the Covered Persons may have against the Third-Party Indemnitors, and, Other Indemnitors and (iii) that it to the fullest extent permitted by law, the Corporation irrevocably waives, relinquishes and releases the Third-Party Other Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Third-Party Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnittee has the Covered Persons have sought indemnification from the Corporation shall affect the foregoing and the Third-Party Other 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 Indemnitee the Covered Persons against the Corporation. The Corporation These rights shall be a contract right, and Indemnitee agree that the Third-Party Other Indemnitors are express third party beneficiaries of the term terms of this Section 10paragraph.

Primary Indemnitor. The Corporation Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by a third party and affiliates other than any provider of liability insurance to the Company and its Board (collectively, “Third-Party Indemnitors”). The Corporation Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that 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 expensesExpenses, 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 of Incorporation or Bylaws of the Corporation Consistent Documents (or any other agreement between the Corporation Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors, and, and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation Company further agrees that no advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnittee Indemnitee has sought indemnification from the Corporation Company shall affect 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 of Indemnitee against the CorporationCompany. The Corporation Company and Indemnitee agree that the Third-Party Indemnitors are express third party beneficiaries of the term of this Section 1015.

Primary Indemnitor. The Corporation hereby acknowledges Any Designated Director entitled to indemnification, advancement of expenses and/or insurance, pursuant to this Agreement, any other agreement with the Company, the Certificate of Incorporation or the Bylaws and that Indemnitee is an officer, employee, partner or advisor of the applicable Designating Stockholder or its Affiliates (each such person, an “Indemnitee”), may have certain rights to indemnification, advancement of expenses and/or insurance provided by a third party and affiliates or on behalf of such Designating Stockholder and/or its Affiliates (collectively, the “Third-Party Fund Indemnitors”). The Corporation hereby agrees Notwithstanding anything to the contrary in this Agreement, the Certificate of Incorporation or the Bylaws or otherwise: (ia) that it the Company is the indemnitor of first resort (i.e., its the Company’s obligations to each Indemnitee are primary and any obligation of the Third-Party Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by each Indemnitee are secondary), (iib) that it the Company shall be required to advance the full amount of expenses incurred by each Indemnitee, in each case to the extent the Indemnitee and is entitled to such advancement under applicable law or pursuant to the Certificate of Incorporation, the Bylaws, or any agreement; provided, however, in the event the Company is suing an Indemnitee, the Company shall not be responsible to advance any expenses to any such Indemnitee during the pendency of such action, (c) will be liable for the full amount of all liabilities, 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 of Incorporation or Bylaws of the Corporation (or any other agreement between the Corporation and Indemnitee)Agreement, without regard to any rights each Indemnitee may have against the Third-Party Fund Indemnitors, and, and (iiid) that it the Company irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that Notwithstanding anything to the contrary in this Agreement, the Certificate of Incorporation of the Company or the By-Laws of the Company or otherwise, no advancement or payment by the Third-Party Fund Indemnitors on behalf of an Indemnitee with respect to any claim for which Indemnittee such Indemnitee has sought indemnification or advancement of expenses from the Corporation shall Company will affect the foregoing and the Third-Party Fund Indemnitors shall will 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 such Indemnitee against the CorporationCompany. The Corporation and Indemnitee agree that the Third-Party Fund Indemnitors are express third party beneficiaries of the term terms of this Section 108.9.

Primary Indemnitor. The Corporation Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance or insurance, provided by a third party [ ] and certain of its affiliates (collectively, the “Third-Party Fund Indemnitors”). The Corporation hereby agrees In the event that the Indemnitee is, or is threatened to be made, a party to or a participant in any proceeding to the extent resulting from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, then the Company shall (i) that it is the be an indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of reasonable expenses incurred by Indemnitee Indemnitee, and shall (iii) 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 and any provision of the Articles Bylaws or the Certificate of Incorporation or Bylaws of the Corporation Company (or any other agreement between the Corporation Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Fund Indemnitors, and, (iii) that it . The Company irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no No advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnittee Indemnitee has sought indemnification from the Corporation Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right of contribution and/or or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the CorporationCompany. The Corporation and Indemnitee agree that the Third-Party Fund Indemnitors are express third party beneficiaries of the term terms of this Section 103.

Primary Indemnitor. The Corporation Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by a third party and affiliates one or more other entities and/or organizations (collectively, the “Third-Party Secondary Indemnitors”). The Corporation Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall will be required to advance the full amount of expenses Expenses incurred by Indemnitee and shall will be liable for the full amount of all expensesExpenses, 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 Certificate of Incorporation or Bylaws of the Corporation Company (or any other agreement between the Corporation Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors, and, Secondary Indemnitors and (iii) that it irrevocably waives, waives relinquishes and releases the Third-Party Secondary Indemnitors from any and all claims against the Third-Party Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation Company further agrees that no advancement or payment by the Third-Party Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnittee Indemnitee has sought indemnification from the Corporation shall Company will affect the foregoing and the Third-Party Secondary Indemnitors shall will 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 CorporationCompany. The Corporation Company and Indemnitee agree that the Third-Party Secondary Indemnitors are express third party beneficiaries of the term of this Section 10terms hereof.