Common use of Contribution in Lieu of Indemnification Clause in Contracts

Contribution in Lieu of Indemnification. If the indemnification provided for in Section 6.8 hereof is unavailable to a party that would have been an indemnified party in respect of any Damages referred to therein, then each party that would have been an indemnifying party thereunder shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements or omissions which resulted in such Damages. Relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or such indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding and each Holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6.9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 6.9. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Contribution in Lieu of Indemnification. If the indemnification provided for in Section 6.8 7 hereof is unavailable to a party that would have been an indemnified party in respect of any Damages damages referred to therein, then each party that would have been an indemnifying party thereunder shallwill, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such Damages damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements or omissions which resulted in such Damagesdamages. Relative fault shall will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by or, with its knowledge, on behalf of the indemnifying party or such indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding The Company and each Holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6.9 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 6.98. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Contribution in Lieu of Indemnification. If the indemnification provided for in Section 6.8 hereof Sections 7.1 or 7.2 is unavailable to a party person that would have been an indemnified party in respect of any Damages losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party person that would have been an indemnifying party thereunder shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such Damages losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and such indemnified party, respectively, party on the other in connection with the untrue or alleged untrue statements of a material fact or omissions which resulted in such Damageslosses, claims, damages or liabilities (or actions in respect thereof). Relative The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or such indemnified party and the parties' parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding and each Holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6.9 were determined The amount paid or payable by pro rata allocation or by any other method of allocation that does not take account an indemnified party as a result of the equitable considerations losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 6.97.4 shall include amounts arising from any such action or claim (which shall be limited as provided in Section 7.3 if the indemnifying party has assumed the defense of any such action in accordance with the provisions thereof). No Person person guilty of fraudulent misrepresentation (within the meaning of Section section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Contribution in Lieu of Indemnification. If the indemnification provided for in Section 6.8 3.7 hereof is unavailable to a party that would have been an indemnified party in respect of any Damages referred to therein, then each party that would have been an indemnifying party thereunder shallwill, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements or omissions which resulted in such Damages. Relative fault shall will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or such indemnified party and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionomission provided, that each Holder’s liability with respect to any particular registration will be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration. Holding The Company and each Holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6.9 3.8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 6.93.8. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Contribution in Lieu of Indemnification. If the indemnification provided for in Section 6.8 hereof is unavailable to a party that would have been an indemnified party in respect of any Damages referred to therein, then each party that would have been an indemnifying party thereunder shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements or omissions which resulted in such Damages. Relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or such indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding and each Holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6.9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 6.9. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.the

Contribution in Lieu of Indemnification. If the indemnification provided for in Section 6.8 hereof Sections 8.1 or 8.2 is unavailable to a party person that would have been an indemnified party in respect of any Damages losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party person that would have been an indemnifying party thereunder shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such Damages losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and such indemnified party, respectively, party on the other in connection with the untrue or alleged untrue statements of a material fact or omissions which resulted in such Damageslosses, claims, damages or liabilities (or actions in respect thereof). Relative The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or such indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding and each Holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6.9 were determined The amount paid or payable by pro rata allocation or by any other method of allocation that does not take account an indemnified party as a result of the equitable considerations losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 6.98.4 shall include any such action or claim (which shall be limited as provided in Section 8.3 if the indemnifying party has assumed the defense of any such action in accordance with the provisions thereof). No Person person guilty of fraudulent misrepresentation (within the meaning of Section section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Contribution in Lieu of Indemnification. If Subject to the limitations set forth in Section 7(e), if the indemnification provided for in this Section 6.8 hereof 7 is unavailable to a party that would have been an indemnified party Indemnified Party, or insufficient to hold harmless such Indemnified Party in respect of any Damages referred to therein, then each party that would have been an indemnifying party thereunder shallIndemnifying Party will, in lieu of indemnifying such indemnified partyIndemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect the their relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements statements, omissions, or omissions which other matters that resulted in such Damages. Relative fault shall will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Indemnifying Party or such indemnified party the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding and each Holder of Registrable Securities The parties agree that it would not be just and equitable if contribution pursuant to this Section 6.9 7(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 6.97(d). No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Contribution in Lieu of Indemnification. If Subject to the limitations set forth in Section 7(e), if the indemnification provided for in this Section 6.8 hereof 7 is unavailable to a party that would have been an indemnified party Indemnified Party, or insufficient to hold harmless such Indemnified Party in respect of any Damages referred to therein, then each party that would have been an indemnifying party thereunder shallIndemnifying Party will, in lieu of indemnifying such indemnified partyIndemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect the their relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements statements, omissions, or omissions which other matters that resulted in such Damages. Relative fault shall will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Indemnifying Party or such indemnified party the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding and each Holder of Registrable Securities The parties agree that it would not be just and equitable if contribution pursuant to this Section 6.9 7(d) were determined by pro rata PRO RATA allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 6.97(d). No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Contribution in Lieu of Indemnification. If the indemnification provided for in Section 6.8 hereof 9.1(b) or 9.2(b) is unavailable to, or insufficient to hold harmless, a party that would have been an indemnified party Indemnified Party in respect of any Damages referred to therein, then each party that would have been an indemnifying party thereunder shallIndemnifying Party will, in lieu of indemnifying such indemnified partyIndemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect the their relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements or omissions which that resulted in such Damages. Relative fault shall will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Indemnifying Party or such indemnified party the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Holding and each Holder of Registrable Securities The parties agree that it would not be just and equitable if contribution pursuant to this Section 6.9 9.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 6.99.4. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.