Common use of CONTRIBUTION IN THE EVENT OF JOINT LIABILITY Clause in Contracts

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. (a) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the payment of the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided, that such contribution shall not be required where indemnification is unavailable because Indemnitee failed to meet the standard of conduct necessary for indemnification or any limitation on indemnification set forth in Section 9 applies. (b) The Corporation shall not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Corporation hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Corporation other than Indemnitee who may be jointly liable with Indemnitee.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. (a) To the fullest extent permissible under applicable law, if the indemnification rights provided for in this Agreement is are unavailable to Indemnitee Indemnitee, in whole or in part, for any reason whatsoever, the CorporationCompany, in lieu of indemnifying and holding harmless Indemnitee, shall contribute to pay, in the payment of first instance, the entire amount incurred by IndemniteeIndemnitee or on his behalf, whether for judgments, finesliabilities, Fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating Proceeding without requiring Indemnitee to an indemnifiable event under this Agreementcontribute thereto, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Corporation Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; rise thereto and/or (ii) the relative fault of the Corporation Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided, that such . The determination of the proportion to be contributed by the Company to Indemnitee shall be made in the same manner as determinations are made pursuant to Section 12. The Company hereby waives and relinquishes any right of contribution shall not be required where indemnification is unavailable because Indemnitee failed to meet the standard of conduct necessary for indemnification or it may have at any limitation on indemnification set forth in Section 9 appliestime against Indemnitee. (b) The Corporation Company shall not enter into any settlement of any Proceeding in which the Corporation Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Corporation Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officersany other officer, directors director or employees employee of the Corporation other than Indemnitee Company who may be jointly liable with Indemnitee.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. (a) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the payment of the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided, that such contribution shall not be required where indemnification is unavailable because Indemnitee failed to meet the standard of conduct necessary for indemnification or any limitation on indemnification set forth in Section 9 applies. (b) The Corporation shall not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against IndemniteeIndemnitee or unless Indemnitee provides prior written consent. (c) The Corporation hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors directors, agents, advisors or employees of the Corporation other than Indemnitee who may be jointly liable with Indemnitee.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. (a) To the fullest extent permissible under permitted by applicable law, if the indemnification and hold harmless rights provided for in this Agreement is are unavailable to Indemnitee in whole or in part for any reason whatsoever, the CorporationCompany, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Losses and/or Expenses, 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. To the fullest extent permitted by law, if the foregoing is not permitted by applicable law, the Company, in lieu of the foregoing, shall contribute to the payment of the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement Losses and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Corporation Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Corporation Company (and its directors, officers, employees employees, trustees, fiduciaries and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided, that such contribution shall not be required where indemnification is unavailable because Indemnitee failed to meet the standard of conduct necessary for indemnification or any limitation on indemnification set forth in Section 9 applies. (b) The Corporation shall not enter into any settlement of any Proceeding in which To the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full fullest extent permitted by law, the Company hereby covenants and final release of all claims asserted against Indemnitee. (c) The Corporation hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Corporation Company (other than Indemnitee Indemnitee) who may be jointly liable with Indemnitee.