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

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If the indemnification provided for in this Agreement for any reason other than the statutory limitations of applicable law or as provided for in this Agreement, is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Corporation is jointly liable with such Indemnitee, as the case may be (or would be jointly liable if joined), then the Corporation, in lieu of indemnifying the Indemnitee thereunder, shall contribute to the amount actually and reasonably incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect (a) the relative benefits received by the Corporation and the Indemnitee, and (b) the relative fault of the Corporation and such Indemnitee in connection with the action or inaction that resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the Corporation and the Indemnitee shall be determined by reference to, among other things, (i) whether an untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact relates to information supplied by the Corporation or the Indemnitee, (ii) the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities, (iii) the degree to which the parties’ actions were motivated by intent to gain personal profit or advantage, (iv) the degree to which the parties’ liability is primary or secondary, and (v) the degree to which the parties’ conduct is active or passive. The Corporation and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If 8.1 Whether or not the indemnification provided for in this Agreement Sections 3.1, 4.1, 5.1 and 7.1 hereof is available, if, for any reason other than the statutory limitations of applicable law or as provided for reason, Indemnitee shall be required to pay, in this Agreement, is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of connection with any losses, claims, damages, expenses or liabilities Proceeding in which the Corporation Company is jointly liable with such Indemnitee, as all or any portion of any judgments, liabilities, fines, penalties, amounts to be paid in settlement and/or for Expenses, the case may be (or would be jointly liable if joined), then the Corporation, in lieu of indemnifying the Indemnitee thereunder, Company shall contribute to the amount actually and reasonably incurred and paid or payable by the Indemnitee as a result of such lossesIndemnitee, claimswhether for judgments, damagesliabilities, expenses fines, penalties, amounts paid or liabilities to be paid in such settlement and/or for Expenses in proportion as is appropriate to reflect (a) the relative benefits received by the Corporation Company and all agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee, on the one hand, and (b) Indemnitee, on the other hand, from the transaction or transactions 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 Corporation Company and such all agents of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, in connection with the action or inaction events that resulted in such lossesjudgments, claimsliabilities, damagesfines, expenses penalties, amounts paid or liabilitiesto be paid in settlement and/or for Expenses, as well as any other relevant equitable considerationsconsiderations which applicable law may require to be considered. The relative fault of the Corporation Company and all agents of the Indemnitee Company, other than Indemnitee, who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, (i) whether an untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact relates to information supplied by the Corporation or the Indemnitee, (ii) the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities, (iii) the degree to which the parties’ their actions were motivated by intent to gain personal profit or advantage, (iv) the degree to which the parties’ their liability is primary or secondary, secondary and (v) the degree to which the parties’ their conduct is active or passive. The Corporation Company shall not enter into any settlement in respect of any Proceeding in which the Company is jointly liable with Indemnitee unless such settlement provides for a full and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata or per capita allocation or by any other method final release of allocation which does not take account of the equitable considerations referred to in this paragraph. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentationall claims asserted against Indemnitee.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If the indemnification provided for in this Agreement for any reason other than the statutory limitations of applicable law or as provided in Section 4 the indemnification provided for in this Agreement, Section 3 is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses Liabilities or liabilities Expenses in which the Corporation Company is jointly liable with such Indemnitee, as the case may be Indemnitee (or would be jointly liable if joined), then the CorporationCompany, in lieu of indemnifying the Indemnitee thereunder, shall contribute to the amount actually and reasonably incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses Liabilities or liabilities Expenses in such proportion as is appropriate to reflect (a) the relative benefits received by the Corporation Company and the Indemnitee, and (b) the relative fault of the Corporation Company and such Indemnitee in connection with the action or inaction that resulted in such losses, claims, damages, expenses Liabilities or liabilitiesExpenses, as well as any other relevant equitable considerations. The relative fault of the Corporation Company and the Indemnitee shall be determined by reference to, among other things, (i) whether an untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact relates to information supplied by the Corporation Company or the Indemnitee, (ii) the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses Liabilities or liabilitiesExpenses, (iii) the degree to which the parties’ actions were motivated by intent to gain personal profit or advantage, (iv) the degree to which the parties’ liability is primary or secondary, and (v) the degree to which the parties’ conduct is active or passive. The Corporation Company and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 7 12 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraphSection 12. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If the indemnification provided for in this Agreement Section 3 above for any reason other than the statutory limitations of applicable law or as provided for in this AgreementSection 4, is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Corporation Company is jointly liable with such Indemnitee, as the case may be (or would be jointly liable if joined), then the CorporationCompany, in lieu of indemnifying the Indemnitee thereunder, shall contribute to the amount actually and reasonably incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect (a) the relative benefits received by the Corporation Company and the Indemnitee, and (b) the relative fault of the Corporation Company and such Indemnitee in connection with the action or inaction that resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the Corporation Company and the Indemnitee shall be determined by reference to, among other things, (i) whether an untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact relates to information supplied by the Corporation Company or the Indemnitee, (ii) the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities, (iii) the degree to which the parties’ actions were motivated by intent to gain personal profit or advantage, (iv) the degree to which the parties’ liability is primary or secondary, and (v) the degree to which the parties’ conduct is active or passive. The Corporation Company and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 7 13 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If 8.1 Whether or not the indemnification provided for in this Agreement Sections 3.1, 4.1, 5.1 and 7.1 hereof is available, if, for any reason other than the statutory limitations of applicable law or as provided for reason, Indemnitee shall be required to pay, in this Agreement, is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of connection with any losses, claims, damages, expenses or liabilities Proceeding in which the Corporation Company is jointly liable with such Indemnitee, as all or any portion of any judgments, liabilities, fines, penalties, amounts to be paid in settlement and/or for Expenses, the case may be (or would be jointly liable if joined), then the Corporation, in lieu of indemnifying the Indemnitee thereunder, Company shall contribute to the amount actually and reasonably incurred and paid or payable by the Indemnitee as a result of such lossesIndemnitee, claimswhether for judgments, damagesliabilities, expenses fines, penalties, amounts paid or liabilities to be paid in such settlement and/or for Expenses in proportion as is appropriate to reflect (a) the relative benefits received by the Corporation Company and all agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee, on the one hand, and (b) Indemnitee, on the other hand, from the transaction or transactions 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 Corporation Company and such all agents of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, in connection with the action or inaction events that resulted in such lossesjudgments, claimsliabilities, damagesfines, expenses 5 Form of Allied Nevada Gold Corp. Indemnification Agreement penalties, amounts paid or liabilitiesto be paid in settlement and/or for Expenses, as well as any other relevant equitable considerationsconsiderations which applicable law may require to be considered. The relative fault of the Corporation Company and all agents of the Indemnitee Company, other than Indemnitee, who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, (i) whether an untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact relates to information supplied by the Corporation or the Indemnitee, (ii) the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities, (iii) the degree to which the parties’ their actions were motivated by intent to gain personal profit or advantage, (iv) the degree to which the parties’ their liability is primary or secondary, secondary and (v) the degree to which the parties’ their conduct is active or passive. The Corporation Company shall not enter into any settlement in respect of any Proceeding in which the Company is jointly liable with Indemnitee unless such settlement provides for a full and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata or per capita allocation or by any other method final release of allocation which does not take account of the equitable considerations referred to in this paragraph. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentationall claims asserted against Indemnitee.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If Whether or not the indemnification provided for in this Agreement for any reason other than the statutory limitations of applicable law or as provided for in this AgreementSections 1 and 2 hereof is available, is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any lossesthreatened, claimspending or completed action, damages, expenses suit or liabilities proceeding in which the Corporation Company or Subsidiary, as applicable, is jointly liable with such Indemnitee, as the case may be Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee to the fullest extent permitted by Law. The Company or Subsidiary, as applicable, shall not enter into any settlement of any action, suit or proceeding in which the Company or Subsidiary, as applicable, is jointly liable with Indemnitee (or would be if joinedjoined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, 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 or Subsidiary, as applicable, is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), then the Corporation, in lieu of indemnifying the Indemnitee thereunder, Company shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect (a) the relative benefits received by the Corporation Company or Subsidiary, as applicable, and all officers, directors or employees of the Company or Subsidiary, as applicable, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and (b) Indemnitee, on the other hand, from the transaction from which such 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 Corporation Company or Subsidiary, as applicable, and all officers, directors or employees of the Company or Subsidiary, as applicable, other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Indemnitee action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the action or inaction events that resulted in such lossesexpenses, claimsjudgments, damages, expenses fines or liabilitiessettlement amounts, as well as any other relevant equitable considerationsconsiderations which the Law may require to be considered. The relative fault of the Corporation Company or Subsidiary, as applicable, and all officers, directors or employees of the Company or Subsidiary, as applicable, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, (i) whether an untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact relates to information supplied by the Corporation or the Indemnitee, (ii) the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities, (iii) the degree to which the parties’ their actions were motivated by intent to gain personal profit or advantage, (iv) the degree to which the parties’ their liability is primary or secondary, secondary and (v) the degree to which the parties’ their conduct is active or passive. The Corporation Company hereby agrees to fully indemnify and the hold Indemnitee agree that it would not harmless from any claims of contribution which may be just and equitable if contribution pursuant to this Section 7 were determined brought by pro rata officers, directors or per capita allocation or by any other method of allocation which does not take account employees of the equitable considerations referred to in this paragraph. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933Company or Subsidiary, as amended) shall applicable, other than Indemnitee, who may be entitled jointly liable with Indemnitee to contribution from any person who was not found guilty of such fraudulent misrepresentationthe fullest extent permitted by Law.