Common use of Contribution Claims Clause in Contracts

Contribution Claims. (a) If the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) With respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.

Contribution Claims. (a) If the indemnification provided in Section 1 3 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 710, then in respect to any Proceeding proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceedingproceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount for any and all expenses, actually and reasonably incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, Indemnitee in connection with any Proceeding the investigation, defense, settlement or appeal of such proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) With respect to a Proceeding proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding proceeding had been brought against Indemnitee.

Contribution Claims. (a) If the indemnification provided in Section 1 hereof is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 77 hereof, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) With respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.

Contribution Claims. (a) If the indemnification provided in Section 1 2 is unavailable in whole or in part and may not be paid to the Indemnitee for any reason other than those set forth in Section 79, then in then, with respect to any Proceeding in which the Company or any of its subsidiaries is jointly liable with the Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, or its subsidiary, as the case may be, in lieu of indemnifying the Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether the Indemnitee for Expenses, judgments, fines or amounts paid in settlement, Expenses in connection with any Proceeding without requiring the Indemnitee to contribute to such payment, and the Company Company, on behalf of itself and its subsidiaries, hereby waives and relinquishes any right of contribution it may have at any time against the Indemnitee. (b) With respect to a Proceeding brought against directors, officers, partners (general, limited or otherwise), members (managing or otherwise), trustees, fiduciaries, employees or agents of the Company Enterprise (other than the Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify the Indemnitee from any claims for contribution that may be brought by any such directors, officers, partners (general, limited or otherwise), members (managing or otherwise), trustees, fiduciaries, employees or agents of the Company Enterprise (other than the Indemnitee) who may be jointly liable with the Indemnitee, to the same extent the Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against the Indemnitee.

Contribution Claims. (a) If the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in will contribute to the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all the circumstances of such Proceeding without requiring in order to reflect (i) the relative benefits received by the Company and Indemnitee to contribute as a result of the event(s) and/or transaction(s) giving rise to such payment, and Proceeding; and/or (ii) the relative fault of the Company hereby waives (and relinquishes any right of contribution it may have at any time against Indemniteeits directors, executive officers, employees or agents) and Indemnitee in connection with such event(s) and/or transaction(s). (b) With respect to a Proceeding brought against directors, executive officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, executive officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.

Contribution Claims. (a) If the indemnification provided in Section 1 2 is unavailable in whole or in part and may not be paid to the Indemnitee for any reason other than those set forth in Section 79, then in then, with respect to any Proceeding in which the Company or any of its subsidiaries is jointly liable with the Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, or its subsidiary, as the case may be, in lieu of indemnifying the Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether the Indemnitee for Expenses, judgments, fines or amounts paid in settlement, Expenses in connection with any Proceeding without requiring the Indemnitee to contribute to such payment, and the Company Company, on behalf of itself and its subsidiaries, hereby waives and relinquishes any right of contribution it may have at any time against the Indemnitee. (b) With respect to a Proceeding brought against directors, officers, partners (general, limited or otherwise), members (managing or otherwise), trustees, fiduciaries, employees or agents of the Company Enterprise (other than the Indemnitee), to the fullest extent permitted 10| by applicable law, the Company shall indemnify the Indemnitee from any claims for contribution that may be brought by any such directors, officers, partners (general, limited or otherwise), members (managing or otherwise), trustees, fiduciaries, employees or agents of the Company Enterprise (other than the Indemnitee) who may be jointly liable with the Indemnitee, to the same extent the Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against the Indemnitee.

Contribution Claims. (a) If the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in will contribute to the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all the circumstances of such Proceeding without requiring in order to reflect (i) the relative benefits received by the Company and Indemnitee to contribute as a result of the event(s) and/or transaction(s) giving rise to such payment, and Proceeding; and/or (ii) the relative fault of the Company hereby waives (and relinquishes any right of contribution it may have at any time against Indemniteeits directors, officers, employees or agents) and Indemnitee in connection with such event(s) and/or transaction(s). (b) With respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.

Contribution Claims. (a) If the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) With respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.