Common use of Priority of Indemnification Clause in Contracts

Priority of Indemnification. The Company acknowledges that the Board Representative has certain rights to indemnification, advancement of expenses and/or insurance provided by certain affiliates of the Board Representative (collectively, the “Third Party Indemnitors”). The Company agrees that (i) it is the indemnitor of first resort (i.e., its indemnification obligations to the Board Representative 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 the Board Representative are secondary), (ii) to the extent legally permitted and required by the terms of this Agreement and the Articles of Incorporation or bylaws of the Company, as may be amended from time to time (or any other agreement between the Company and the Board Representative), it shall be required to advance the full amount of expenses incurred by the Board Representative and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement without regard to any rights the Board Representative may have against the Third Party Indemnitors and, (iii) 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 Company further agrees that no advancement or payment by the Third Party Indemnitors on behalf of the Board Representative with respect to any claim for which the Board Representative has sought indemnification from the 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 the Board Representative against the Company.

Priority of Indemnification. The Company acknowledges In the event that the Board Representative Indemnitee has certain rights to indemnification, advancement of expenses and/or /insurance provided by certain affiliates of the Board Representative a third party (collectively, the “Third Third-Party Indemnitors”). The , then the Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its indemnification obligations to the Board Representative Indemnitee are primary and any obligation of the Third Third-Party Indemnitors to advance expenses Expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by the Board Representative Indemnitee are secondary), (ii) to the extent legally permitted and required by the terms of this Agreement and the Articles of Incorporation or bylaws of the Company, as may be amended from time to time (or any other agreement between the Company and the Board Representative), that it shall be required to advance the full amount of expenses Expenses incurred by the Board Representative 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 Certificate of Incorporation or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights the Board Representative Indemnitee may have against the Third Third-Party Indemnitors and, and (iii) that it irrevocably waives, relinquishes and releases the Third Third-Party Indemnitors from any and all claims against the Third Third-Party 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 Third Third-Party Indemnitors on behalf of the Board Representative Indemnitee with respect to any claim Claim for which the Board Representative Indemnitee has sought indemnification from the Company shall affect the foregoing and the Third 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 the Board Representative Indemnitee against the Company. The Company and Indemnitee agree that the Third-Party Indemnitors are express third party beneficiaries of the terms of this Section 7.

Priority of Indemnification. The Company Corporation hereby acknowledges that the Board Representative has Indemnitee may have certain rights to indemnification, advancement of expenses Expenses and/or insurance provided to the Indemnitee by certain affiliates of the Board Representative other parties (collectively, the “Third Party Other Indemnitors”). The Company Subject to Section 9(c), the Corporation hereby agrees that (i) that it is the indemnitor of first resort (i.e., its indemnification obligations to the Board Representative Indemnitee are primary and any obligation of the Third Party Other Indemnitors to advance expenses Expenses or to provide indemnification for the same expenses Expenses or liabilities Liabilities incurred by the Board Representative Indemnitee are secondary), (ii) to the extent legally permitted and required by the terms of this Agreement and the Articles of Incorporation or bylaws of the Company, as may be amended from time to time (or any other agreement between the Company and the Board Representative), that it shall be required to advance the full amount of expenses Expenses incurred by the Board Representative Indemnitee and shall be liable for the full amount of all expensesExpenses and Liabilities to the extent legally permitted and as required by the terms of this Agreement and the Corporation’s organizational documents (or any other agreement between the Corporation and the Indemnitee), judgments, penalties, fines and amounts paid in settlement without regard to any rights the Board Representative Indemnitee may have against the Third Party Indemnitors Other Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Third Party Other Indemnitors from any and all claims against the Third Party Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company Subject to Section 9(c), the Corporation further agrees that no advancement or payment by the Third Party Other Indemnitors on behalf of the Board Representative Indemnitee with respect to any claim for which the Board Representative Indemnitee has sought indemnification from the Company Corporation shall affect the foregoing foregoing, and the Third Party 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 of the Board Representative Indemnitee against the CompanyCorporation. The Corporation and the Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 24.

Priority of Indemnification. The Company hereby acknowledges that the Board Representative Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [•] and certain of its affiliates of the Board Representative (collectively, the “Third Party Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its indemnification obligations to the Board Representative 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 the Board Representative Indemnitee are secondary), (ii) to the extent legally permitted and required by the terms of this Agreement and the Articles of Incorporation or bylaws of the Company, as may be amended from time to time (or any other agreement between the Company and the Board Representative), that it shall be required to advance the full amount of expenses incurred by the Board Representative 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 Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights the Board Representative Indemnitee may have against the Third Party Indemnitors andFund Indemnitors, and (iii) that it 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 Company further agrees that no advancement or payment by the Third Party Fund Indemnitors on behalf of the Board Representative Indemnitee with respect to any claim for which the Board Representative Indemnitee has sought indemnification from the Company shall affect the foregoing and the Third Party 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 the Board Representative Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 4(c).