Common use of Contribution Rights Clause in Contracts

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportion as is appropriate to reflect not only the relative benefits to such party but also the relative fault of the Company, on the one hand, and the Underwriters, as the case may be, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Public Shares pursuant to this Agreement shall be deemed to be in such proportions that such Underwriter is responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no Person guilty of a 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. For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares purchased by such Underwriter. The Underwriters' obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to such party in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, as the case may be, on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Public Shares Securities pursuant to this Agreement shall be deemed to be in such the same respective proportions that such Underwriter is responsible for that portion represented as the total proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the percentage that Company, and the total underwriting discount appearing discounts and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus bears Prospectus, bear to the aggregate initial public offering price appearing thereon of the Securities as set forth on such cover. The relative fault of the Company, on the one hand, and the Company is responsible for Underwriters, on the balance; providedother hand, thatshall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, no Person guilty liable of a 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 liable of such fraudulent misrepresentation. For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportion as is appropriate to reflect not only the relative benefits to such party received by the Company on the one hand, and the Underwriters on the other, but also the relative fault of the Company, Company on the one hand, hand and the Underwriters, as the case may be, Underwriters on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities damages or expensesliabilities, as well as any other relevant equitable considerations. The relative benefits received amounts paid or payable by the Companya party in respect of losses, on the one handclaims, damages and the Underwriters, on the other hand, in connection with the offering of the Public Shares pursuant liabilities referred to this Agreement above shall be deemed to be include any legal or other fees and expenses incurred in such proportions that such Underwriter is responsible for that portion represented by defending any litigation, proceeding or other action or claim. Notwithstanding the percentage that the underwriting discount appearing on the cover page provisions of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, thatthis Section 6.4, no Person guilty of a 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. For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares Closing Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person person entitled to indemnification under this Article VI Section 5 (“indemnified party”) makes a claim for indemnification pursuant hereto but it indemnification provided for in this Section 5 is judicially determined (by the entry of a final judgment unavailable or decree by a court of competent jurisdiction insufficient to hold harmless an indemnified party under Sections 5.1 and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced 5.2 above in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part respect of any such Person losses, claims, damages or liabilities (or actions in circumstances for which indemnification is provided under this Article VIrespect thereof) referred to therein, then, and in each such case, the Company and each Underwriter, severally and not jointly, indemnifying parties shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement this Section 5 incurred by the indemnified parties in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriter on the other from the offering. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such Underwriter, as incurred, amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only the such relative benefits to such party but also the relative fault of the Company, Company on the one hand, hand and the Underwriters, as the case may be, Underwriter on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, damages or liabilities (or expensesactions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, Company on the one hand, hand and the Underwriters, Underwriter on the other hand, in connection with the offering of the Public Shares pursuant to this Agreement shall be deemed to be in such proportions that such Underwriter is responsible for that portion represented the same proportion as the total net proceeds from the offering (before deducting expenses) received by the percentage that Company bear to the total underwriting discount appearing discounts and commissions received by the Underwriter, in each case as set forth in the table on the cover page of the Prospectus bears Prospectus. The relative fault in case of an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact 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 initial offering price appearing thereon Company on the one hand or the Underwriter on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, alleged statement, omission, or alleged omission. The Company is responsible and the Underwriter agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were determined by pro rata allocation (even if the Underwriter were treated as one entity for such purpose) or by any other method of allocation which does not take account of the balance; providedequitable considerations referred to above in this Section 5.3.1. The amount paid or payable by an indemnified party as a result of the losses, thatclaims, no Person damages or liabilities (or actions in respect thereof) referred to above in this Section 5.3.1 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of such an Underwriter or the Company, as applicable, and each Personperson, if any, who controls such an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such the Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares purchased by such Underwriter. The Underwriters' obligations Anything in this Section 6.4 5.3.1 to contribute are several in proportion the contrary notwithstanding, no party will be liable for contribution with respect to their respective underwriting obligations and not jointthe settlement of any claim or action effected without its written consent.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to such party in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, as the case may be, on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Public Shares Securities pursuant to this Agreement shall be deemed to be in such the same respective proportions that such Underwriter is responsible for that portion represented as the total proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the percentage that Company, and the total underwriting discount appearing discounts and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus bears Prospectus, bear to the aggregate initial public offering price appearing thereon of the Securities as set forth on such cover. The relative fault of the Company, on the one hand, and the Company is responsible for Underwriters, on the balance; providedother hand, thatshall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, no Person guilty liable of a 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 liable of such fraudulent misrepresentation. For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to such party in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, as the case may be, on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Public Shares Securities pursuant to this Agreement shall be deemed to be in such the same respective proportions that such Underwriter is responsible for that portion represented as the total proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the percentage that Company, and the total underwriting discount appearing discounts and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus bears Prospectus, bear to the aggregate initial public offering price appearing thereon of the Securities as set forth on such cover. The relative fault of the Company, on the one hand, and the Company is responsible for Underwriters, on the balance; providedother hand, thatshall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, no Person guilty of liable for a 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 liable for such fraudulent misrepresentation. For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportion as is appropriate to reflect not only the relative benefits to such party but also the relative fault of the Company, on the one hand, and the Underwriters, as the case may be, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Public Shares pursuant to this Agreement shall be deemed to be in such proportions that such Underwriter is responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, provided that no Person guilty of a 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. If the allocation provided for in the preceding sentence is not permitted by applicable law, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportion as is appropriate to reflect not only the allocation referred to in the preceding sentence but also the relative fault of the Company, on the one hand, and such Underwriter, on the other, with respect to the statements or omissions that resulted in such loss, liability, claim, damage or expense. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriter, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person person entitled to indemnification under this Article VI Section 5 (“Indemnified Party”) makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI Section 5 provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person person in circumstances for which indemnification is provided under this Article VISection 5, or (iii) if the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under Subsections 5.1 and 5.2 above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then, and in each such case, the Company and each Underwriter, severally and not jointly, indemnifying parties (as defined below) shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement this Section 5 incurred by the indemnified parties in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the Offering. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Sections 5.1.2 above, then each indemnifying party shall contribute to such Underwriter, as incurred, amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only the such relative benefits to such party but also the relative fault of the Company, Company on the one hand, hand and the Underwriters, as the case may be, Underwriters on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, damages or liabilities (or expensesactions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, Company on the one hand, hand and the Underwriters, Underwriters on the other hand, in connection with the offering of the Public Shares pursuant to this Agreement shall be deemed to be in such proportions that such Underwriter is responsible for that portion represented the same proportion as the total net proceeds from the offering (before deducting expenses) received by the percentage that Company bear to the total underwriting discount appearing discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus bears Prospectus. 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 initial offering price appearing thereon Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company is responsible and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the balance; providedequitable considerations referred to above in this Section 5.3.1. The amount paid or payable by an indemnified party as a result of the losses, thatclaims, no Person damages or liabilities (or actions in respect thereof) referred to above in this Section 5.3.1 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of such an Underwriter or the Company, as applicable, and each Personperson, if any, who controls such an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter the Underwriters or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares purchased by such Underwriter. The Underwriters' obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order If such indemnification is for any reason not available or insufficient to provide for just and equitable contribution under hold an Indemnified Party harmless, the Securities Act Company agrees promptly to contribute to the Losses involved in any case in which such proportion as is appropriate to reflect the relative benefits received (ior anticipated to be received) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree Company, on the one hand, and by the Underwriters, on the other hand, with respect to this Agreement, or, if such allocation is determined by a court of competent jurisdiction and the expiration of time or arbitral tribunal to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurredunavailable, in such proportion as is appropriate to reflect not only the relative benefits to other equitable considerations such party but also as the relative fault of the Company on the one hand and of the Underwriters on the other hand; provided, however, that, to the extent permitted by applicable law, the Indemnified Parties shall not be responsible for amounts which in the aggregate are in excess of the amount of all cash fees and value of other in-kind consideration, exclusive of costs, actually received by the Underwriters from the Company in connection with this Agreement. Relative benefits to the Company, on the one hand, and to the Underwriters, as the case may be, on the other hand, with respect to this Agreement shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company in connection with the statements Offering, whether or omissions that resulted in such lossesnot consummated, claims, damages, liabilities bears to (ii) all fees received or expenses, as well as any other relevant equitable considerations. The relative benefits proposed to be received by the Underwriters in connection with the applicable engagement (including in-kind consideration). In the case of Losses arising out of or based on any untrue statement or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact, the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Public Shares pursuant to this Agreement shall be deemed to be in such proportions that such Underwriter is responsible for that portion represented determined by reference to, among other things, whether the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no Person guilty untrue or alleged untrue statement of a fraudulent misrepresentation (within material fact or the meaning of Section 11(f) of the Securities Act) shall be entitled omission or alleged omission to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each director, officer and employee of such Underwriter or state a material fact relates to information supplied by the Company, as applicableon the one hand, or the Underwriters, on the other hand, and each Personthe parties’ relative intent, if anyknowledge, who controls access to information and opportunity to correct or prevent such Underwriter untrue statement or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicableomission. Notwithstanding the provisions of this Section 6.45.3, no Underwriter shall be required to contribute any amount in excess of the underwriting amount by which the total discounts and commissions applicable to received by such Underwriter in connection with the Public Shares purchased Securities distributed by it exceeds the amount of any damages such UnderwriterUnderwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. The Underwriters' obligations in this No person guilty of fraudulent misrepresentation (within the meaning of Section 6.4 11(f) of the Act) shall be entitled to contribute are several in proportion to their respective underwriting obligations and contribution from any person who was not jointguilty of such fraudulent misrepresentation.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to such party in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, as the case may be, on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Public Shares Securities pursuant to this Agreement shall be deemed to be in such the same respective proportions that such Underwriter is responsible for that portion represented as the total proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the percentage that Company, and the total underwriting discount appearing discounts and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus bears Prospectus, bear to the aggregate initial public offering price appearing thereon of the Securities as set forth on such cover. The relative fault of the Company, on the one hand, and the Company is responsible for Underwriters, on the balance; providedother hand, thatshall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, no Person guilty of liable for a 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 liable for such fraudulent misrepresentation. For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person person entitled to indemnification under this Article VI Section 5 (“indemnified party”) makes a claim for indemnification pursuant hereto but it indemnification provided for in this Section 5 is judicially determined (by the entry of a final judgment unavailable or decree by a court of competent jurisdiction insufficient to hold harmless an indemnified party under Sections 5.1 and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced 5.2 above in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part respect of any such Person losses, claims, damages or liabilities (or actions in circumstances for which indemnification is provided under this Article VIrespect thereof) referred to therein, then, and in each such case, the Company and each Underwriter, severally and not jointly, indemnifying parties shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement this Section 5 incurred by the indemnified parties in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such Underwriter, as incurred, amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only the such relative benefits to such party but also the relative fault of the Company, Company on the one hand, hand and the Underwriters, as the case may be, Underwriters on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, damages or liabilities (or expensesactions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, Company on the one hand, hand and the Underwriters, Underwriters on the other hand, in connection with the offering of the Public Shares pursuant to this Agreement shall be deemed to be in such proportions that such Underwriter is responsible for that portion represented the same proportion as the total net proceeds from the offering (before deducting expenses) received by the percentage that Company bear to the total underwriting discount appearing discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus bears Prospectus. The relative fault in case of an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact 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 initial offering price appearing thereon Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, alleged statement, omission, or alleged omission. The Company is responsible and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the balance; providedequitable considerations referred to above in this Section 5.3.1. The amount paid or payable by an indemnified party as a result of the losses, thatclaims, no Person damages or liabilities (or actions in respect thereof) referred to above in this Section 5.3.1 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of such an Underwriter or the Company, as applicable, and each Personperson, if any, who controls such an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter the Underwriters or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Shares purchased by such Underwriter. The Underwriters' obligations Anything in this Section 6.4 5.3.1 to contribute are several in proportion the contrary notwithstanding, no party will be liable for contribution with respect to their respective underwriting obligations and not jointthe settlement of any claim or action effected without its written consent.