BCMS Contribution Clause Samples

BCMS Contribution. If the indemnification provided for in Section 1.1 of this Annex A is unavailable to an Indemnified Person under the applicable subsections above or insufficient to hold an Indemnified Person harmless in respect of any and all losses, damages, expenses, liabilities or claims referred to therein, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the Underwriters’ provision of the Business Combination Marketing Services or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other hand in connection with the actions or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same respective proportions as the total value paid or proposed to be paid or received by the Company or its stockholders as the case may be, pursuant to the Company’s initial Business Combination (whether or not consummated) bears to the aggregate Deferred Fee to be paid to the Underwriters. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the alleged action or omission relates to conduct by the Company or its directors, officers, affiliates, employees or other agents, on the one hand, or by the Underwriters, on the other hand. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any BCMS Proceeding. For purposes of this Section 1.3, each affiliate of an