Common use of Third Party Indemnitors Clause in Contracts

Third Party Indemnitors. To the extent that Indemnitee has or may in the future have certain rights to indemnification, advancement of expenses and/or insurance provided by his employer and/or certain of its affiliates (each, a “Third Party Indemnitor”), the 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 Parties 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 Association (or any other agreement between the Company 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 Company further agrees that no advancement or payment by the Third Party 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 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 Company. The Company and Indemnitee agree that the Third Party Indemnitors are express third party beneficiaries of the terms of this Section 5.04.

Third Party Indemnitors. To the extent The Company hereby acknowledges that Indemnitee has or may in the future have certain rights to indemnification, indemnification or advancement of expenses and/or Expenses or insurance provided by his employer and/or certain the persons or entities set forth on Exhibit A, if any, and affiliates of its affiliates such persons or entities (eachcollectively, a the “Third Party IndemnitorIndemnitors”), the . The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its and that the obligations of the Company to Indemnitee are primary and any obligation of the Third Parties Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities advancement of Expenses incurred by Indemnitee are secondary), (ii) that it shall be required the Indemnitee’s right to advance indemnification under this Agreement, and the full amount Company’s certificate of expenses incurred by Indemnitee incorporation and shall be liable for bylaws, including the full amount right to advancement of all Expenses, judgmentsindemnification, penaltiesand contribution, fines and amounts paid in settlement to the extent legally permitted and as required shall not be diminished, modified, qualified, or otherwise affected by the terms any right of this Agreement and the Articles of Association (or Indemnitee against any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third Party IndemnitorsIndemnitor, and (iii) that it irrevocably waives, relinquishes relinquishes, and releases the Third Party Indemnitors from any and all claims against the Third Party Indemnitors for contribution, subrogation 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 Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Third Party Indemnitors shall have a the right of contribution and/or and 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 Third Party Indemnitors are express third party beneficiaries of the terms of this Section 5.0412.

Third Party Indemnitors. To the extent The Company hereby acknowledges that Indemnitee has or may in the future have certain rights to indemnification, indemnification or advancement of expenses and/or Expenses or insurance provided by his employer and/or certain the persons or entities set forth on Exhibit A, if any, and affiliates of its affiliates such persons or entities (eachcollectively, a the “Third Party IndemnitorIndemnitors”), the . The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., its and that the obligations of the Company to Indemnitee are primary and any obligation of the Third Parties Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities advancement of Expenses incurred by Indemnitee are secondary), (ii) that it shall be required the Indemnitee’s right to advance indemnification under this Agreement, and the full amount Company’s certificate of expenses incurred by Indemnitee incorporation and shall be liable for bylaws, including the full amount right to advancement of all Expenses, judgmentsindemnification, penaltiesand contribution, fines and amounts paid in settlement to the extent legally permitted and as required shall not be diminished, modified, qualified, or otherwise affected by the terms any right of this Agreement and the Articles of Association (or Indemnitee against any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third Party IndemnitorsIndemnitor, and (iii) that it irrevocably waives, relinquishes relinquishes, and releases the Third Party Indemnitors from any and all claims against the Third Party Indemnitors for contribution, subrogation 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 Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Third Party Indemnitors shall have a the right of contribution and/or and 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 Third Party Indemnitors are express third party beneficiaries of the terms of this Section 5.0413.

Third Party Indemnitors. To The Company hereby acknowledges that the extent that Indemnitee has or may in the future have certain rights to indemnification, advancement of expenses and/or insurance or insurance, provided by his employer investment funds and/or certain of its affiliates organizations other than the Company (eachcollectively, a the “Third Party IndemnitorIndemnitors”). For the avoidance of doubt, for purposes of this Section 3(d), the Company’s D&O Insurance (as defined in Section 9 below) shall not be deemed a Third Party Indemnitor. 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 hereby agrees 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 Parties 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 reasonable expenses incurred by Indemnitee Indemnitee, and shall (iii) 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 any provision of the Articles Certificate or the bylaws of Association the Company (the “Bylaws”) (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third Party Indemnitors, and (iii) that it . The Company 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 No advancement or payment by the Third Party 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 Third Party 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 Company. The Company and Indemnitee agree that the Third Party Indemnitors are express third party beneficiaries of the terms of this Section 5.04Section.