Primacy of Indemnification Clause Example with 26 Variations from Business Contracts
This page contains Primacy of Indemnification clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Company's insurance provider and certain of its affiliates (collectively, the "Fund Indemnitors"). 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 Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurr...ed 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 Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the 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 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 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 Fund Indemnitors are express third party beneficiaries of the terms of this Section 5.View More
Variations of a "Primacy of Indemnification" Clause from Business Contracts
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more Indemnitee-related entities (as defined below), including, but not limited to, an umbrella policy (collectively, the "Secondary Indemnification Sources") which Indemnitee and the Secondary Indemnification Sources intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company's...insurance provider acknowledgement and certain agreement to the foregoing being a material condition to Indemnitee's willingness to serve on the Board of its affiliates (collectively, the "Fund Indemnitors"). Directors. 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 Fund Indemnitors Secondary Indemnification Sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); secondary), (ii) that it 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 Expenses, expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted by the laws of the State of Delaware 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 Indemnitee may have against the Fund Indemnitors; and Secondary Indemnification Sources, and, (iii) that it the Company irrevocably waives, relinquishes and releases the Fund Indemnitors Secondary Indemnification Sources from any and all claims against the Fund Indemnitors Secondary Indemnification Sources for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors Secondary Indemnification Sources on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors Secondary Indemnification Sources 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 Fund Indemnitors Secondary Indemnification Sources are express third party beneficiaries of the terms of this Section 5. 7. -5- The term "Indemnitee-related entities" means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which Indemnitee has agreed, on behalf of the Company or at the Company's request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses. View More
Primacy of Indemnification. The Company hereby acknowledges Notwithstanding that the Indemnitee has may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Company's insurance provider and certain of its affiliates other persons (collectively, the "Fund Indemnitors"). The Company hereby agrees (i) that it is "Other Indemnitors"), the Company: (a) shall be the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Fund Other Inde...mnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary); (ii) that it and (b) shall be required to advance the full amount of expenses incurred by the 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 Indemnitee may have against any of the Fund Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no Other Indemnitors. No advancement or payment by the Fund Other Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing immediately preceding sentence, and the Fund 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 Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 5. 11. 4 12. Obligations of SoftBank. Until the closing of the Contemplated Merger, SoftBank will, to the fullest extent permitted under applicable law: (i) cause the Company to take all such actions as are required pursuant to the terms of this Agreement; and (ii) advance to the Company for the Company to pay or to advance, and otherwise cause the Company to pay or advance, all amounts that the Company is obligated (or has agreed) to pay or advance to, or for the benefit of, the Indemnitee, pursuant to the terms of this Agreement. View More
Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee has is serving as a director on the Company's board of directors at the request or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the "Fund Indemnitors"), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Company's insurance provider and certain of its affiliates (collectively, the "Fund Indemnitors"). Fund Indemnitors. T...he 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 Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); 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 Agreement, the Certificate Company's certificate of Incorporation incorporation or Bylaws of the Company (or bylaws or any other agreement between the Company and Indemnitee), Indemnitee, without regard to any rights Indemnitee may have against the Fund Indemnitors; Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the 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 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 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 Fund Indemnitors are express third party third-party beneficiaries of the terms of this Section 5. 18. 11 19. Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company's board of directors or, with respect to service as a director or officer of the Company, the Company's certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any oral modification thereof. View More
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has the Indemnitees may have certain rights to indemnification, advancement of expenses and/or or liability insurance provided by the Company's insurance provider a third-party and certain of its affiliates (collectively, the "Fund "Entity Indemnitors"). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., resort, i.e., its obligations to Indemnitee the Indemnitees under this Agreement and any indemnity provisions set... forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary primary, and any obligation of the Fund Entity Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); the Indemnitees is secondary and excess, (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee the Indemnitees and shall be liable for the full amount of all Expenses, expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitees, 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), Indemnity Arrangement, without regard to any rights Indemnitee the Indemnitees may have against the Fund Indemnitors; Entity Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Entity Indemnitors from any and all claims against the Fund Entity Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the Fund Indemnitors any Entity Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company Indemnitees shall affect the foregoing foregoing, and the Fund Entity 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 the Indemnitees against the Company. The Company and Indemnitee the Indemnitees agree that the Fund Entity Indemnitors are express third party beneficiaries of the terms of this Section 5. 13. 7 14. Survival of Rights. (a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitees is an Agent of the Company and shall continue thereafter so long as Indemnitees shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitees was serving in the capacity referred to herein. (b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. View More
Primacy of Indemnification. The Company hereby acknowledges Notwithstanding that the Indemnitee has may have certain rights to indemnification, advancement of expenses and/or or insurance provided by the Company's insurance provider and certain of its affiliates other persons (collectively, the "Fund Indemnitors"). The Company hereby agrees (i) that it is "Other Indemnitors"), the Company: (a) shall be the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Fund Other I...ndemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary); (ii) that it secondary), (b) shall be required to advance the full amount of expenses incurred by the 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 Indemnitee may have against any of the Fund Indemnitors; Other Indemnitors, and (iii) that it (c) irrevocably waives, relinquishes and releases the Fund Other Indemnitors from for any and all claims against the Fund Other 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 Fund Other Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing immediately preceding sentence, and the Fund Other 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 the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 5. 14. Furthermore, the Company agrees that if an Other Indemnitor is a party to or a participant in any Proceeding, and if the Other Indemnitor's involvement in such Proceeding arises solely as a result of the Indemnitee's service to the Company as a director of the Company, then the Other Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as the Indemnitee. View More
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has may have certain rights to indemnification, advancement of expenses and/or insurance expenses, or liability insurance, neither procured or provided by the Company's insurance provider and certain Company (including for this section any parent, affiliate, subsidiary, investment vehicle, or joint venture of its affiliates the Company) nor any entity Indemnitee served or is serving at the direction of the Company, from a third party (collectively,... the "Fund "Third Party Indemnitors"). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., resort, i.e., its obligations to Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary primary, and any obligation of the Fund Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); is secondary and excess, (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, expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of Indemnitee, 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), Indemnity Arrangement, without regard to any rights Indemnitee may have against the Fund Indemnitors; Third Party Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Third Party Indemnitors from any and all claims against the Fund Third Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the Fund Indemnitors any Third Party Indemnitor 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 Fund 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 Fund Third Party Indemnitors are express third party beneficiaries of the terms of this Section 5. 13. The Company, on its own behalf and on behalf of its insurers to the extent allowed by its insurance policies, waives subrogation rights against Indemnitee and Third Party Indemnitors. 8 14. No Imputation. The knowledge or actions, or failure to act, of any director, officer, employee, or agent of the Company, or the Company itself shall not be imputed to Indemnitee for the purpose of determining Indemnitee's rights hereunder. View More
Primacy of Indemnification. The Company hereby acknowledges Notwithstanding that the Indemnitee has may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Company's insurance provider and certain of its affiliates other persons (collectively, the "Fund Indemnitors"). The Company hereby agrees (i) that it is "Other Indemnitors"), the Company: (a) shall be the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Fund Other Inde...mnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary); (ii) that it and (b) shall be required to advance the full amount of expenses incurred by the 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 Indemnitee may have against any of the Fund Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no Other Indemnitors. No advancement or payment by the Fund Other Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification payment from the Company shall affect the foregoing immediately preceding sentence, and the Fund 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 Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 5. 17. View More
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has may have certain rights to indemnification, advancement of expenses and/or insurance expenses, or liability insurance, neither procured or provided by the Company's insurance provider and certain Company (including for this section any parent, affiliate, subsidiary, investment vehicle, or joint venture of its affiliates the Company) nor any entity Indemnitee served or is serving at the direction of the Company, from a third party (collectively,... the "Fund "Third Party Indemnitors"). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., resort, i.e., its obligations to Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary primary, and any obligation of the Fund Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); is secondary and excess, (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, expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of Indemnitee, 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), Indemnity Arrangement, without regard to any rights Indemnitee may have against the Fund Indemnitors; Third Party Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Third Party Indemnitors from any and all claims against the Fund Third Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the Fund Indemnitors any Third Party Indemnitor 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 Fund 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 Fund Third Party Indemnitors are express third party beneficiaries of the terms of this Section 5. 13. The Company, on its own behalf and on behalf of its insurers to the extent allowed by its insurance policies, waives subrogation rights against Indemnitee and Third Party Indemnitors. View More
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has the Indemnitees may have certain rights to indemnification, advancement of expenses and/or or liability insurance provided by the Company's insurance provider a third-party and certain of its affiliates (collectively, the "Fund "Entity Indemnitors"). The Company hereby agrees that (i) that it is the indemnitor of first resort (i.e., resort, i.e., its obligations to Indemnitee the Indemnitees under this Agreement and any indemnity provisions set... forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary primary, and any obligation of the Fund Entity Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); the Indemnitees is secondary and excess, (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee the Indemnitees and shall be liable for the full amount of all Expenses, expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitees, 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), Indemnity Arrangement, without regard to any rights Indemnitee the Indemnitees may have against the Fund Indemnitors; Entity Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Entity Indemnitors from any and all claims against the Fund Entity Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the Fund Indemnitors any Entity Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company Indemnitees shall affect the foregoing foregoing, and the Fund Entity 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 the Indemnitees against the Company. The Company and Indemnitee the Indemnitees agree that the Fund Entity Indemnitors are express third party beneficiaries of the terms of this Section 5. 13. View More
Primacy of Indemnification. The Company hereby acknowledges Notwithstanding that the Indemnitee has may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Company's insurance provider and certain of its affiliates other persons (collectively, the "Fund Indemnitors"). The Company hereby agrees "Other Indemnitors"), the Company: (i) that it is shall be the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Fund Other Indemnit...ors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary); and (ii) that it shall be required to advance the full amount of expenses Expenses incurred by the 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 Indemnitee may have against any of the Fund Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no Other Indemnitors. No advancement or payment by the Fund Other Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing immediately preceding sentence, and the Fund 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 Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 5. 15. View More
