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

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 5.1 Contribution by Company. To the fullest extent permitted by law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount of Expenses and Losses actually and reasonably incurred or paid by Indemnitee in connection with any Proceeding in proportion to the relative benefits received by the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Losses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 5.1 Contribution by Company. To the fullest extent permitted by law, if If the indemnification provided for in Sections 2.1 and 2.2 hereof is not available (but not if prohibited by applicable law or this Agreement Agreement), in respect of any Proceeding in which the Company is unavailable to jointly liable with the Indemnitee for any reason whatsoever(or would be if joined in such Proceeding), the Company, in lieu of indemnifying Indemnitee, will Company shall contribute to the amount of Expenses and and/or Losses actually and reasonably incurred or paid by Indemnitee in connection with any Proceeding in proportion to the relative benefits received by the Company and all officers, directors and or employees of the Company Company, other than Indemnitee the Indemnitee, who are jointly liable with Indemnitee (the Indemnitee, or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, from the transaction transaction(s) or event(s) from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors and or employees of the Company Company, other than Indemnitee the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding), ) on the one hand, and the Indemnitee, on the other hand, in connection with the events transaction(s) or event(s) that resulted in such Expenses and and/or Losses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company Company, other than Indemnitee the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding), ) on the one hand, and the Indemnitee, on the other hand, will shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, secondary and the degree to which their conduct was is active or passive.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 5.1 Contribution by Company. 7.1 To the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoeverother than as expressly contemplated by this Agreement, the Company, in lieu of indemnifying Indemnitee, will shall contribute to the amount of Liabilities and Expenses and Losses actually and reasonably incurred or paid by Indemnitee in connection with any Proceeding referred to in sub-clause 3.1 in proportion to the relative benefits received by the Company and all officers, directors and employees of the Company Company, other than Indemnitee Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction matter from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses Liabilities and LossesExpenses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, will shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive. 7.2 To the fullest extent permitted by applicable law, subject to clause 11, the Company shall indemnify and hold harmless Indemnitee from any claims of contribution that may be brought by other officers, directors or employees of the Company who may be jointly liable with Indemnitee for any of the Liabilities and Expenses arising from a Proceeding referred to in sub-clause 3.1.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 5.1 Contribution by Company. To the fullest extent permitted by law, if If the indemnification provided for in this Agreement Sections 1 and 2 hereof is unavailable to Indemnitee for any reason whatsoeverother than those set forth in Section 3 hereof, then in respect of any Proceeding in which the Company is jointly liable with Director (or would be if joined in such Proceeding), the Company, in lieu of indemnifying Indemnitee, will Company shall contribute to the amount of Expenses Expenses, judgments, fines and Losses amounts paid in settlement actually and reasonably incurred and paid or paid payable by Indemnitee Director in connection with any Proceeding in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and all officers, directors and or employees of the Company other than Indemnitee Director who are jointly liable with Indemnitee Director (or would be if joined in such Proceeding), on the one hand, and IndemniteeDirector, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to and (ii) the relative fault of the Company and all officers, directors and or employees of the Company other than Indemnitee Director who are jointly liable with Indemnitee Director (or would be if joined in such Proceeding), on the one hand, and IndemniteeDirector, on the other hand, in connection with the events that which resulted in such Expenses and LossesExpenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations which applicable law may require to be consideredconsiderations. The relative fault of the Company and all officers, directors and or employees of the Company other than Indemnitee Director who are jointly liable with Indemnitee Director (or would be if joined in such Proceeding), on the one hand, and IndemniteeDirector, on the other hand, will shall be determined by reference to, among other things, the degree parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or any other method of allocation which their actions were motivated by intent to gain personal profit or advantage, does not take account of the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passiveforegoing equitable considerations.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 5.1 Contribution by Company. To the fullest extent permitted by lawIf, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoeverreason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company, in lieu of indemnifying Indemnitee, will Company shall contribute to the amount of Expenses and Losses actually incurred and reasonably incurred paid or paid payable by Indemnitee in connection with any Proceeding in proportion to the relative benefits received by the Company and all officers, directors and or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceedingaction, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceedingaction, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and or Losses, as well as any other equitable considerations which applicable the law may require to be considered. The relative fault of the Company and all officers, directors and or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceedingaction, suit or proceeding), on the one hand, and Indemnitee, on the other hand, will shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was is active or passive.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 5.1 Contribution by Company. To the fullest extent permitted by law, if If the indemnification provided for in this Agreement Sections 1 and 2 hereof is unavailable to Indemnitee for any reason whatsoeverother than those set forth in Section 3 hereof, then in respect of any Proceeding in which the Company is jointly liable with Officer (or would be if joined in such Proceeding), the Company, in lieu of indemnifying Indemnitee, will Company shall contribute to the amount of Expenses Expenses, judgments, fines and Losses amounts paid in settlement actually and reasonably incurred and paid or paid payable by Indemnitee Officer in connection with any Proceeding in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and all officers, directors and or employees of the Company other than Indemnitee Officer who are jointly liable with Indemnitee Officer (or would be if joined in such Proceeding), on the one hand, and IndemniteeOfficer, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to and (ii) the relative fault of the Company and all officers, directors and or employees of the Company other than Indemnitee Officer who are jointly liable with Indemnitee Officer (or would be if joined in such Proceeding), on the one hand, and IndemniteeOfficer, on the other hand, in connection with the events that which resulted in such Expenses and LossesExpenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations which applicable law may require to be consideredconsiderations. The relative fault of the Company and all officers, directors and or employees of the Company other than Indemnitee Officer who are jointly liable with Indemnitee Officer (or would be if joined in such Proceeding), on the one hand, and IndemniteeOfficer, on the other hand, will shall be determined by reference to, among other things, the degree parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or any other method of allocation which their actions were motivated by intent to gain personal profit or advantage, does not take account of the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passiveforegoing equitable considerations.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 5.1 Contribution by Company. To the fullest extent permitted by law, if Whether or not the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Companyavailable, in lieu respect of indemnifying Indemnitee, will contribute to the amount of Expenses and Losses actually and reasonably incurred or paid by Indemnitee in connection with any Proceeding in proportion to the relative benefits received by which the Company and all officers, directors and employees of the Company other than Indemnitee who are is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute, to the fullest extent permitted by law, to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company, on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding)Company, on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and LossesExpenses, judgments, fines or settlement amounts, as well as any other equitable considerations which that applicable law may require to be considered. The For the purposes of this Section 4, the relative benefit of the Company shall be deemed to be the benefit accruing to it and to all of its directors, officers, employees and other agents (other than Indemnitee) on the one hand, as a group and treated as one entity, and the relative benefit of Indemnitee shall be deemed to be an amount not greater than the Indemnitee’s yearly base salary or Indemnitee’s compensation from the Company during the years in which the events forming the basis of the Proceeding are alleged to have occurred. To the fullest extent permitted by law, the relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding)Company, on the one hand, and Indemnitee, on the other hand, will shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was is active or passive.