Common use of Contribution Claims Clause in Contracts

Contribution Claims. (a) If the indemnification provided in Section 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 9, 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 the Indemnitee for Expenses in connection with any Proceeding without requiring the Indemnitee to contribute to such payment, and the 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.