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 "Other Indemnitors"), the Company
hereby agrees (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 Indemnitors to ad
...vance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary); (ii) that it 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 Other Indemnitors; and (iii) that it 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 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. 18.
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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.
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Primacy of Indemnification. The Company hereby acknowledges that
the Indemnitee
has may have certain rights to indemnification, advancement of
expenses and/or expenses, or liability insurance provided by
a third-party (other than the
Company's insurance provider Company and
certain of its
affiliates Subsidiaries) (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
the 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 the Indemnitee are secondary); is secondary and excess, (ii) that it 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, expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the 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 the 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 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 the 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 the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Third-Party Indemnitors are express third party beneficiaries of the terms of this Section 5. 14.
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Primacy of Indemnification. The Company hereby acknowledges that Indemnitee
has may have certain rights to indemnification, advancement of expenses
and/or or liability insurance provided by
the Company's insurance provider a third-party investor and certain of its affiliates (collectively, the "Fund 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 In...corporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary 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); 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; 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 relating to any kind in respect thereof. Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the any Fund Indemnitors 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 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. 13. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee. 9 14. Survival of Rights. (a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitee 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.
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Primacy of Indemnification. The Company hereby acknowledges that
the Indemnitee
has may have certain rights to indemnification, advancement of expenses
and/or or liability insurance provided by
the Company's insurance provider a third-party investor and certain of its affiliates (collectively, the "Fund Indemnitors"). The Company hereby agrees
that (i)
that it is the indemnitor of first
resort (i.e., resort, i.e., its obligations to
the Indemnitee
under this Agreement and any indemnity provisions set forth in its Certifica...te of Incorporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary); is secondary and excess, (ii) that it 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, expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the 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 the 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. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the any Fund Indemnitors Indemnitor on behalf of the Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing 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 the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 5. 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee. 10 15. Survival of Rights. (a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitee 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.
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Primacy of Indemnification. The Company hereby acknowledges 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 one or more third parties (collectively, the
"Fund "Secondary 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 Secondary 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 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 Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Secondary Indemnitors from any and all claims against the Fund Secondary 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 Secondary 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 Secondary 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 Secondary Indemnitors are express third party beneficiaries of the terms of this Section 5. hereof.
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Primacy of Indemnification. The Company hereby acknowledges that Indemnitee
has may have certain rights to indemnification, advancement of
expenses and/or expenses, or liability insurance provided by
the Company's insurance provider a third-party investor and certain of its affiliates (collectively, the "Fund 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 Certifi...cate of Incorporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary 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); 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; 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. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the any Fund Indemnitors 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 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 8 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 Fund Indemnitors.
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Primacy of Indemnification. The Company hereby acknowledges that Indemnitee
has may have certain rights to indemnification, advancement of
expenses and/or expenses, or liability insurance provided by
the Company's insurance provider a third-party investor and certain of its affiliates (collectively, the "Fund 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 Certifi...cate of Incorporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary 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); 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), 9 Indemnity Arrangement, 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. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the any Fund Indemnitors 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 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. 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 Fund Indemnitors.
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Primacy of Indemnification. The Company hereby acknowledges that Indemnitee
has may have certain rights to indemnification, advancement of expenses
and/or or liability insurance provided by
the Company's insurance provider a third-party investor and certain of its affiliates (collectively, the "Fund Indemnitors"). The Company hereby agrees
that (i)
that it is the indemnitor of first
resort (i.e., resort, i.e., its
9 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 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; 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. arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the any Fund Indemnitors 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 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. 13.
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Primacy of Indemnification. The Company hereby acknowledges that Indemnitee
has may have certain rights to indemnification, advancement of expenses
and/or or liability insurance provided by
the Company's insurance provider a third-party investor and certain of its affiliates (collectively, the "Fund 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 In...corporation, Bylaws or elsewhere (collectively, "Indemnity Arrangements") are primary 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); 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; 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 relating to any kind in respect thereof. Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by the any Fund Indemnitors 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 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. 11. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.
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