Common use of Contribution, etc Clause in Contracts

Contribution, etc. (a) If the indemnification provided for in this Article VI is unavailable to an Indemnified Party under Sections 6.1 or 6.2 hereof in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of the Registrable Securities exceeds the amount of any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Contribution, etc. (a) If the indemnification provided for in this Article VI is unavailable to an Indemnified Party under Sections 6.1 or 6.2 hereof in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of the Registrable Securities exceeds the amount of any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Contribution, etc. (a) If the indemnification provided for in this Article VI ARTICLE VII is unavailable to an Indemnified Party under Sections 6.1 SECTION 7.1 or 6.2 hereof 7.2 in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the such Indemnified Party, will contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 SECTION 7.4 were determined by pro rata PRO RATA allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 SECTION 7.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this ARTICLE VII will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Holder.

Contribution, etc. (a) If the indemnification provided for in this Article VI VII is unavailable to an Indemnified Party under Sections 6.1 Section 7.1 or 6.2 hereof 7.2 in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the such Indemnified Party, will contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 7.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 7.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this Article VII will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Holder.

Contribution, etc. (a) If the indemnification provided for in this ------------------ Article VI V is unavailable to an Indemnified Party under Sections 6.1 Section 5.1 or 6.2 5.2 hereof in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly)Party, in lieu of indemnifying the such Indemnified Party, will will, jointly and severally, contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 5.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 5.4 to the contrary, an Indemnifying Party that is a selling Holder Stockholder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Stockholder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this Article V will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Stockholder.

Contribution, etc. (a) If the indemnification provided for in this Article VI VII is unavailable to an Indemnified Party under Sections 6.1 Section 7.1 or 6.2 7.2 hereof in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly)Party, in lieu of indemnifying the such Indemnified Party, will will, jointly and severally, contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 7.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 7.4 to the contrary, an Indemnifying Party that is a selling Holder Stockholder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Stockholder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this Article VII will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Stockholder.

Contribution, etc. (a) If the indemnification provided for in this Article VI is unavailable to an Indemnified Party under Sections Section 6.1 or 6.2 hereof in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the such Indemnified Party, will shall contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 to the contrary, an Indemnifying Party that is a selling Holder will shall not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this Article VI will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Holder. Nothing herein shall be deemed to abrogate the effects of the statutes of limitation with respect to causes of action that may be brought under this Article VI.

Contribution, etc. (a) If the indemnification provided for in this Article VI V is unavailable to an Indemnified Party under Sections 6.1 Section 5.1 or 6.2 hereof 5.2 in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 5.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 5.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by the selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Contribution, etc. (a) If the indemnification provided for in this Article VI V is unavailable to an Indemnified Party under Sections 6.1 Section 5.1 or 6.2 hereof 5.2 in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 5.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 5.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by the selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Contribution, etc. (a) If the indemnification provided for in this Article VI V is unavailable to an Indemnified Party under Sections 6.1 Section 5.1 or 6.2 hereof 5.2 in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the such Indemnified Party, will shall contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 5.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 5.4 to the contrary, an Indemnifying Party that is a selling Holder will shall not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this Article V will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Holder. Nothing herein shall be deemed to abrogate the effects of the statutes of limitation with respect to causes of action that may be brought under this Article V.

Contribution, etc. (a) If the indemnification provided for in this ----------------- Article VI VII is unavailable to an Indemnified Party under Sections 6.1 Section 7.1 or 6.2 7.2 hereof in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly)Party, in lieu of indemnifying the such Indemnified Party, will will, jointly and severally, contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 7.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 7.4 to the contrary, an Indemnifying Party that is a selling Holder Stockholder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Stockholder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this Article VII will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Stockholder.

Contribution, etc. (a) If the indemnification provided for in this Article VI IV is unavailable to an Indemnified Party under Sections 6.1 Section 4.1 or 6.2 hereof 4.2 in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 4.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 4.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by the selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Contribution, etc. (a) If the indemnification provided for in this Article VI is unavailable to an Indemnified Party under Sections 6.1 or 6.2 hereof in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and ||| the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of the Registrable Securities exceeds the amount of any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Contribution, etc. (a) If the indemnification provided for in this Article VI IV is unavailable to an Indemnified Party under Sections 6.1 Section 4.1 or 6.2 hereof 4.2 in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 4.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 4.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by the selling Holder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Contribution, etc. (a) If the indemnification provided for in this Article VI VII is unavailable to an Indemnified Party under Sections 6.1 Section 7.1 or 6.2 7.2 hereof in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly)Party, in lieu of indemnifying the such Indemnified Party, will will, jointly and severally, contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. (b) . The parties hereto agree that it would not amount paid or payable by a party as a result of any Losses will be just and equitable if contribution pursuant deemed to this Section 6.4 were determined by pro rata allocation include any legal or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received or expenses incurred by such Holder upon the sale of the Registrable Securities exceeds the amount of party in connection with any damages which such selling Holder has, in the aggregate, otherwise been required to pay by reason of such untrue action or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationproceeding.

Contribution, etc. (a) If the indemnification provided for in this ----------------- Article VI VII is unavailable to an Indemnified Party under Sections 6.1 Section 7.1 or 6.2 7.2 hereof in respect of any Losses or is insufficient to hold the such Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly)Party, in lieu of indemnifying the such Indemnified Party, will will, jointly and severally, contribute to the amount paid or payable by the such Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the such Indemnifying Party or Indemnifying Parties, on the one hand, and the such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the such Indemnifying Party or Indemnifying Parties or the such Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 7.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 7.4 to the contrary, an Indemnifying Party that is a selling Holder Stockholder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such selling Stockholder to the public exceeds the amount of any damages which such selling Holder has, in the aggregate, Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (c) The provisions of this Article VII will survive indefinitely, notwithstanding any transfer of the Registrable Securities by any Stockholder. VII RULE 144 -------- The Company will file all reports required to be filed by it under the Securities Act and the Exchange Act, and will cooperate with any Stockholder (including without limitation by making such representations as any such Stockholder may reasonably request), all to the extent required from time to time to enable such Stockholder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemptions provided by Rule 144. Upon the request of any Stockholder, the Company will deliver to such Stockholder a written statement as to whether it has complied with such filing requirements.

Contribution, etc. (a) If the indemnification provided for in this Article VI VII is held by a court of competent jurisdiction to be unavailable to an Indemnified Party under Sections 6.1 Section 7.1 or 6.2 hereof 7.2 in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in the such Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including without limitation any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 7.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 6.4 7.4 to the contrary, an Indemnifying Party that is a selling participating Holder will not be required to contribute any amount in excess of the amount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of price at which the Registrable Securities were sold by such participating Holder to the public exceeds the amount of any damages which such selling participating Holder has, in the aggregate, has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.