Primary Responsibility Clause Example with 23 Variations from Business Contracts
This page contains Primary Responsibility 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.
Primary Responsibility. The Company acknowledges that to the extent Indemnitee 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 "Secondary Indemnitors"), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsibl...e for amounts required to be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company's certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 15.View More
Variations of a "Primary Responsibility" Clause from Business Contracts
Primary Responsibility. The Company hereby acknowledges that to the extent Indemnitee 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 "Secondary Indemnitors"), Indemnitee may have certain rights to indemnification and indemnification, advancement of expenses and/or insurance provided by such Secondary Indemnitors. The Blackstone Group Inc., Summit Partners, L.P., Fortress Investment Gro...up LLC and/or certain of their respective affiliates (collectively, the "Fund Indemnitors"). The Company hereby agrees (i) that, as between the Company and the Secondary Fund Indemnitors, the Company is primarily responsible 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 amounts the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that the Company shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be indemnified or advanced under liable for the Company's 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 or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights 9 Indemnitee may have against the Fund Indemnitors, and, (iii) that 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 Enterprise, 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 waives any shall affect the foregoing and the Fund Indemnitors shall have a right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under against the Company's certificate of incorporation or bylaws or this Agreement or, to Company. The Company and Indemnitee agree that the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Fund Indemnitors are express third-party third party beneficiaries of the terms of this Section 15. View More
Primary Responsibility. The Company hereby acknowledges that Indemnitee may have certain rights to the extent Indemnitee is serving as a director on the Company's board indemnification, advancement of directors at the request expenses and/or insurance provided by The Blackstone Group L.P. and certain of its affiliates or direction of a venture capital fund or other entity and/or by Summit Partners, L.P. and certain of its affiliates (collectively, the "Secondary Indemnitors"), Indemnitee may have certain rights to inde...mnification and advancement of expenses provided by such Secondary Indemnitors. "Fund Indemnitors"). The Company hereby agrees (i) that, as between the Company and the Secondary Fund Indemnitors, the Company is primarily responsible 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 amounts the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be indemnified or advanced under liable for the Company's 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 or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary 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 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 Enterprise, 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 waives any shall affect the foregoing and the Fund Indemnitors shall have a right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under against the Company's certificate of incorporation or bylaws or this Agreement or, to Company. The Company and Indemnitee agree that the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Fund Indemnitors are express third-party third party beneficiaries of the terms of this Section 15. View More
Primary Responsibility. The Company hereby acknowledges that , Indemnitee may have certain rights to the extent Indemnitee is serving as a director on the Company's board indemnification, advancement of directors at the request or direction of expenses and/or insurance provided by a venture capital fund or other entity and/or certain of its affiliates (collectively, the "Secondary Indemnitors"), Indemnitee may have "Associated Entity") and certain rights to indemnification and advancement of expenses provided by such S...econdary Indemnitors. its affiliates (collectively, the "Entity Indemnitors"). The Company hereby agrees that, as between (i) that it is the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required indemnitor of first resort (i.e., its obligations to be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement Indemnitee are primary and any obligation of the Secondary Entity Indemnitors to advance expenses or to provide indemnification or advancement 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 is secondary paid in settlement to those Company obligations. To the extent not in contravention legally permitted and as required by the Certificate of Incorporation or Bylaws (or any insurance policy or policies providing liability or other insurance for agreement between the Company or and Indemnitee), without regard to any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of rights Indemnitee may have against the Company Entity Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Entity Indemnitors from any and all claims against the Entity Indemnitors for contribution, subrogation or any other Enterprise, recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Entity Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company waives any shall affect the foregoing and the Entity Indemnitors shall have a right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under against the Company's certificate of incorporation or bylaws or this Agreement or, to Company. The Company and Indemnitee agree that the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Entity Indemnitors are express third-party third party beneficiaries of the terms hereof. -11- 16. No Duplication of Payments. Except as provided under Section 15, the Company shall not be liable under this Section 15. Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise. View More
Primary Responsibility. The Reserved. [The Company acknowledges that to the extent Indemnitee 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 "Secondary Indemnitors"), Indemnitee may have has certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. [insert name of fund] [and certain affiliates thereof] -9- ([collectively,] the "Secondary Inde...mnitor[s]"). The Company agrees that, as between the Company and the Secondary Indemnitors, Indemnitor[s], the Company is fully and primarily responsible for amounts required to be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement and Agreement, irrespective of any obligation right of the recovery Indemnitee may have from Secondary Indemnitors to provide indemnification or advancement for Indemnitor[s]for the same amounts is secondary to those amounts. The Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives irrevocably waives, relinquishes and releases any right of contribution or subrogation or any other recovery of any kind against the Secondary Indemnitors Indemnitor[s] with respect to the liabilities for which the Company is primarily responsible under this Section 15. In The Company further agrees that no advancement or indemnification payment by any Secondary Indemnitor on behalf of Indemnitee shall affect the foregoing and, in the event of any payment by the Secondary Indemnitors Indemnitor[s] of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors Indemnitor[s] shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee for indemnification or advancement against the Company and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of expenses under such documents as may be necessary to enable Indemnitee related entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that the Company's certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are Indemnitor[s] [are][is an] express third-party beneficiaries [beneficiaries][beneficiary] of the terms of this Section 15. ]2 16. No Duplication of Payments. [Except as set forth in Section 15,]3 The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy procured by the Company, contract, agreement or otherwise. View More
Primary Responsibility. The Company acknowledges that to the extent Indemnitee is serving as a director on the Company's board of directors at the request each Indemnified Party has or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the "Secondary Indemnitors"), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. other entities and/or organizations (collectively, the "Secondary Indemnitors"). The Co...mpany hereby agrees that, as between (i) that it is the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required indemnitor of first resort (i.e., its obligations to be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement Indemnified Parties are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification or advancement for the same expenses or liabilities incurred by Indemnified Parties are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnified Parties and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts is secondary paid in settlement to those the extent legally permitted and as required by the terms of this Agreement and the certificate of incorporation or bylaws of the Company obligations. To (or any other agreement between the Company and Indemnified Parties), without regard to any rights Indemnified Parties may have against the Secondary Indemnitors, and (iii) that, to the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, it irrevocably waives, relinquishes and releases the Company waives Secondary Indemnitors from any right of contribution or subrogation and all claims against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of amounts otherwise required Indemnified Parties with respect to be indemnified or advanced by any claim for which Indemnified Parties has sought indemnification from the Company under shall affect the Company's certificate of incorporation or bylaws or this Agreement, foregoing and the 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 Indemnitee for indemnification or advancement of expenses under Indemnified Parties against the Company's certificate of incorporation or bylaws or this Agreement or, to Company. The Company and Indemnified Parties agree that the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party third party beneficiaries of the terms of this Section 15. 16. View More
Primary Responsibility. The Company acknowledges that to the extent Indemnitee is serving as a director on the Company's board of directors at the request has or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the "Secondary Indemnitors"), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. other entities and/or organizations (collectively, the "Secondary Indemnitors"). The Company agrees that, as b...etween hereby agrees, except for SBT's obligations with respect to the Company and Indemnity Exclusions, (i) that it is the Secondary Indemnitors, the Company is primarily responsible for amounts required indemnitor of first resort (i.e., its obligations to be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement Indemnitee are primary and any obligation of the Secondary Indemnitors to advance Expenses or to provide indemnification or advancement for the same Expenses or liabilities incurred by Indemnitee in connection with a Proceeding 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 is secondary paid in settlement to those the extent legally permitted and as required by the terms of this Agreement and the certificate of incorporation or bylaws of the Company obligations. To (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) that, to the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, it irrevocably waives, relinquishes and releases the Company waives Secondary Indemnitors from any right of contribution or subrogation and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that, except with respect to SBT's obligations with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any Indemnity Exclusions, no advancement or payment by the Secondary Indemnitors on behalf of amounts otherwise Indemnitee with respect to any claim for which indemnification is required to be indemnified or advanced by the Company under the Company's certificate terms of incorporation or bylaws or this Agreement, Agreement shall affect the foregoing and the 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 Indemnitee for indemnification or advancement of expenses under against the Company's certificate of incorporation or bylaws or this Agreement or, to Company. The Company and Indemnitee agree that the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party third party beneficiaries of the terms of this Section 15. View More
Primary Responsibility. The Company acknowledges that to the extent Indemnitee 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 "Secondary Indemnitors"), Indemnitee may have has certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. [insert name of fund] [and certain affiliates thereof] ([collectively,] the "Secondary Indemnitor[s]"). The Co...mpany agrees that, as between the Company and the Secondary Indemnitors, Indemnitor[s], the Company is primarily responsible for amounts required to -9- be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors Indemnitor[s] to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To [[To the extent not in contravention of any insurance policy or policies providing liability or other [or other] insurance for the [the Company or or] any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the the][The] Company waives any right of contribution or subrogation against the Secondary Indemnitors Indemnitor[s] with respect to the liabilities for which the Company is primarily responsible under this Section 15. 15.] In the event of any payment by the Secondary Indemnitors Indemnitor[s] of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors Indemnitor[s] shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company's certificate of incorporation or bylaws or this Agreement or, [or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. paid]; provided, however, that the foregoing sentence will be deemed void if and to the extent that it would violate any applicable insurance policy. The Secondary Indemnitors are Indemnitor[s] [are][is an] express third-party beneficiaries [beneficiaries][beneficiary] of the terms of this Section 15. View More
Primary Responsibility. The Company acknowledges that to the extent Indemnitee 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 "Secondary Indemnitors"), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, any possible secondary indemnitor, ...the Company is primarily responsible for amounts required to be indemnified or advanced under the Company's certificate Certificate of incorporation Incorporation or bylaws Bylaws or this Agreement and any obligation of the Secondary Indemnitors a secondary indemnitor to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary obligations of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company's certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 15. Company. View More
Primary Responsibility. The Company acknowledges that to the extent Indemnitee is serving as a director on the Company's board of directors at the request has or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the "Secondary Indemnitors"), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. other entities and/or organizations (collectively, the "Secondary Indemnitors"). The Company hereby agrees tha...t, as between (i) that it is the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required indemnitor of first resort (i.e., its obligations to be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement Indemnitee are primary and any obligation of the Secondary Indemnitors to advance Expenses or to provide indemnification or advancement for the same Expenses or liabilities incurred by Indemnitee in connection with a Proceeding 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 is secondary paid in settlement to those the extent legally permitted and as required by the terms of this Agreement and the certificate of incorporation or bylaws of the Company obligations. To (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) that, to the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, it irrevocably waives, relinquishes and releases the Company waives Secondary Indemnitors from any right of contribution or subrogation and all claims against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of amounts otherwise Indemnitee with respect to any claim for which indemnification is required to be indemnified or advanced by the Company under the Company's certificate terms of incorporation or bylaws or this Agreement, Agreement shall affect the foregoing and the 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 Indemnitee for indemnification or advancement of expenses under against the Company's certificate of incorporation or bylaws or this Agreement or, to Company. The Company and Indemnitee agree that the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party third party beneficiaries of the terms of this Section 15. View More
Primary Responsibility. The Company acknowledges that to the extent Indemnitee 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 "Secondary Indemnitors"), Indemnitee may have has certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. [insert name of fund] [and certain affiliates thereof] ([collectively,] the "Secondary Indemnitor[s]"). The Co...mpany agrees that, as between the Company and the Secondary Indemnitors, Indemnitor[s], the Company is primarily responsible for amounts required to be indemnified or advanced under the Company's certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors Indemnitor[s] to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors Indemnitor[s] with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors Indemnitor[s] of amounts otherwise required to be indemnified or advanced by the Company under the Company's certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors Indemnitor[s] shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company's certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are Indemnitor[s] [are] [is an] express third-party beneficiaries [beneficiaries] [beneficiary] of the terms of this Section 15. View More
