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 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. View More
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 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 the policies, waives subrogation rights against Indemnitee. View More
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 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... 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 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 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.] View More
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 in Company 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 Certif...icate 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 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 Expenses incurred by Indemnitee and shall be liable for the full amount of all 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. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee. View More
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. 13. View More
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by entities and/or organizations (and certain of their affiliates) other than the Company or the Company's insurance provider and certain of its insurers or 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 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 Advance the full amount of expenses Advance Expenses incurred by Indemnitee and (iii) that it shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement Losses to the extent legally permitted and as required by the terms of this Agreement and Agreement, the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), Constituent -12- Documents and/or Other Indemnity Provisions, without regard to any rights Indemnitee may have against the Fund Indemnitors; and (iii) that it Indemnitors. The Company 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. 17. View More
