Common use of Contribution in Respect of Certain Indemnifiable Losses Clause in Contracts

Contribution in Respect of Certain Indemnifiable Losses. If the indemnification provided for in this Article 4 is unavailable to an Indemnitee in respect of any Indemnifiable Loss arising out of, or related to, information contained in the Information Statement or the Form 10, the Indemnifying Party, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as a result of such Indemnifiable Loss, in such proportion as is appropriate to reflect the relative fault of Vital Images, its directors, officers, employees or agents, on the one hand, and Bio-Vascular, its directors, officers, employees or agents, on the other hand, in connection with the statements or omissions which resulted in such Indemnifiable Loss. The relative fault of such respective groups 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 either such group.

Contribution in Respect of Certain Indemnifiable Losses. If the indemnification provided for in this Article 4 is unavailable to an Indemnitee in respect of any Indemnifiable Loss arising out of, or related to, information contained in the Information Statement Distribution Prospectus or the related Form 10S-1 or used in connection with the Private Placement, the Indemnifying Party, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as a result of such Indemnifiable Loss, in such proportion as is appropriate to reflect the relative fault of Vital ImagesAgritope, its directors, officers, employees or agents, on the one hand, and Bio-VascularEpitope, its directors, officers, employees or agents, on the other hand, in connection with the statements or omissions which resulted in such Indemnifiable Loss. The relative fault of such respective groups 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 either such group.