Common use of Contribution Clause in Contracts

Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such the indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other other, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 4.1 or Section 4.2 is held unavailable, because it is prohibited or restricted by a court or government agency of competent jurisdiction applicable Law, to be unavailable to any an indemnified party or is insufficient to hold them harmless under either such Section in respect of any LossesCovered Liabilities referred to therein, then in order to provide for just and equitable contribution in such circumstances, each such party that would have been an indemnifying partyparty thereunder shall, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Covered Liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements untrue statement or omissions that omission, or alleged untrue statement or omission, which resulted in such LossesCovered Liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, to information supplied by the indemnifying party or such party, indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto INC and Shareholder agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.3 were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinabove in this Section 4.3. The For the avoidance of doubt, the amount paid or payable by an indemnified party as a result of the Losses Covered Liabilities referred to in the first sentence of this paragraph Section 4.3 shall be deemed to include any legal and or other expenses reasonably incurred by such indemnified party in connection with investigating investigating, preparing or defending defending, settling or satisfying any Loss that is the subject of this paragraphsuch Covered Liability. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If for any reason the indemnification provided for in this Section 2.09 2.08(a) or Section 2.08(b) is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them it harmless in respect of any Lossesas contemplated by Section 2.08(a) or Section 2.08(b), then each such the indemnifying partyparty shall, to the fullest extent permitted by law, in lieu of indemnifying such indemnified partyparty thereunder, shall contribute to the amount paid or payable by such the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such the indemnified party on the other hand in connection with the statements or omissions that which resulted in such Losses, Loss as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, to information supplied by such party, the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in this Section 2.08(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.08(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 2.08(d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraphSection 2.08(d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. If indemnification is available under this Section 2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such the indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other hand, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such the indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other other, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If To the extent any indemnification provided for in this Section 2.09 by an indemnifying party is held by a court prohibited or government agency of competent jurisdiction limited under applicable law, the indemnifying party agrees to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party the Indemnified Person on the other hand in connection with the statements or omissions that which resulted in such LossesClaim, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other Indemnified Person 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 has been made by, or on which such Claim is based relates to, to information supplied by such partythe indemnifying party or by the Indemnified Person, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it Notwithstanding the forgoing, (a) no contribution shall be made under circumstances where the payor would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method have been liable for indemnification under the fault standards set forth in Section 6, (b) no seller of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person seller of Registrable Securities who is was not guilty of such fraudulent misrepresentationmisrepresentation and (c) contribution by any seller of Registrable Securities shall be limited in amount to the net proceeds received by such seller from the sale of such Registrable Securities. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro-rata allocation (even if the Purchaser and any other party were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section.

Contribution. If the indemnification provided for in this Section 2.09 Article 4 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any Losseslosses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying such party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Corporation, a Selling Holder and the indemnified party on the other Underwriters 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 has been made by, or relates to, to information supplied by such party, party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree Corporation and each Selling Holder agrees that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.04 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The amount paid or payable by an indemnified party Indemnified Party as a result of the Losses losses, claims, damages or liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphArticle 4, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and each Selling Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses) received by such Selling Holder exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to Parent or any indemnified party Selling Holder or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Parent, on the one hand, and such Selling Holder, on the other hand, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Parent, on the one hand hand, and of such indemnified party Selling Holder, on the other other, in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Parent, on the one hand hand, and the indemnified party each Selling Holder, on the other hand, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to Regency or any indemnified party Selling Holder or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Regency on the one hand and such Selling Holder on the other hand, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Regency on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Regency on the one hand and the indemnified party each Selling Holder on the other hand 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such the Selling Holder or Redemptee, as applicable, be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder or Redemptee from the sale of Registrable Securities or Redemption following a Primary Offering giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.8 is held by a court or government agency of competent jurisdiction to be unavailable to Crosstex or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party Crosstex on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Crosstex on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 3.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.8 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such the indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other other, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.8 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 Article IV is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any Losseslosses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying such party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Company, a Selling Holder and the indemnified party on the other Underwriters 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 has been made by, or relates to, to information supplied by such party, party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree Company and each Selling Holder agrees that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.04 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The amount paid or payable by an indemnified party Indemnified Party as a result of the Losses losses, claims, damages or liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphArticle IV, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and each Selling Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses) received by such Selling Holder exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification; and provided, further, that in no event will a Selling Holder’s liability pursuant to this Section 2.08(d) when combined with amounts paid or payable under Section 2.08(b) exceed the proceeds (net of Selling Expenses) received by such Selling Holder. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and or other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 6 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of gross proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities Shares giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 Article IV is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any Losseslosses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying such party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Company and the indemnified party on the other a Selling Holder 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 has been made by, or relates to, to information supplied by such party, party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto Company and each Selling Holder agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.4 were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The amount paid or payable by an indemnified party Indemnified Party as a result of the Losses losses, claims, damages or liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphArticle IV, no Selling Holder shall be required to contribute any amount in excess of the amount by which the net proceeds of the offering (after deducting the underwriting discount and expenses) received by such Selling Holder exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If In order to provide for just and equitable contribution in circumstances in which the indemnification indemnity agreement provided for in this Section 2.09 4 is for any reason held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless unenforceable although applicable in respect of any Lossesaccordance with its terms, then each such indemnifying party, in lieu of indemnifying such indemnified party, the Company and the Holder shall contribute to the amount paid or payable aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnified party as a result of such Loss indemnity agreement incurred by the Company and the Holder, in such proportion as is appropriate to reflect the relative fault of and benefits to the indemnifying party Company, on the one hand hand, and of such indemnified party the Holder, on the other other, in connection with the statements or omissions that which resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided. The relative benefits to the indemnifying party and indemnified party shall be determined by reference to, howeveramong other things, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of total proceeds (net of Selling Expenses) received by the indemnifying party and indemnified party in connection with the offering to which such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationlosses, claims, damages, liabilities or expenses relate. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to, to information supplied by such by, the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. The parties hereto agree that it would not be just and or equitable if contributions contribution pursuant to this paragraph Section 4(d) were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 4(d), the Holder shall not be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred to in amount of the first sentence total net proceeds received by the Holder from sales of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraphRegistrable Securities under the Registration Statement. No person Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. For purposes of this Section 4(d), each Person, if any, who controls the Holder (within the meaning of Section 15 of the Securities Act) shall have the same rights to contribution as the Holder, and each director of the Company, each officer of the Company who signed the Registration Statement and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act) shall have the same rights to contribution as the Company.

Contribution. If the indemnification provided for in this Section 2.09 2.8 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such the indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other other, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 8 is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless in respect of any LossesLosses (other than in accordance with its terms), then each such applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such indemnified party party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses, Losses as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the such indemnifying party party, on the one hand hand, and the indemnified party party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made taken by, or relates to, to information supplied by by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 8(d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 8(d), an indemnifying party that is a holder of Registrable Securities shall not be required to contribute any amount paid in excess of the amount by an indemnified which the net proceeds to the indemnifying party from the sale of the Registrable Securities sold in a transaction that resulted in Losses in respect of which contribution is sought in such proceeding pursuant to this Section 8(d), exceed the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission (including as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraphindemnification obligation hereunder). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.05 is held by a court or government agency of competent jurisdiction to be unavailable to Enterprise or any indemnified party or is insufficient to hold them harmless Selling Holder in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Enterprise on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Enterprise on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Enterprise on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 Article IV is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any Losseslosses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying such party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Company, a Selling Holder and the indemnified party on the other Underwriters 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 has been made by, or relates to, to information supplied by such party, party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree Company and each Selling Holder agrees that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.4 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The amount paid or payable by an indemnified party Indemnified Party as a result of the Losses losses, claims, damages or liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphArticle IV, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and each Selling Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses) received by such Selling Holder exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 9 from the Indemnifying Party is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party an Indemnified Party hereunder or is insufficient to hold them harmless an Indemnified Party in respect of any LossesLiabilities referred to herein, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss Liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand Indemnifying Party and of such indemnified party on the other Indemnified Party in connection with the statements or omissions that actions which resulted in such LossesLiabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault faults of the indemnifying party on the one hand such Indemnifying Party and the indemnified party on the other Indemnified Party shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to, to information supplied by by, such partyIndemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement action. The amount paid or omissionpayable by a party as a result of the Liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 9(a), 9(b) and 9(c) hereof, any reasonable and documented out-of-pocket legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding; provided, that the total amount to be contributed by any Designated Stockholder shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Designated Stockholder in the offering. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 9(d) were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this immediately preceding paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.10 is held by a court or government agency of competent jurisdiction to be unavailable unenforceable by an indemnified party with respect to any indemnified party losses, claims, damages, liabilities or is insufficient expenses (including but not limited to hold them harmless attorneys' fees and any and all expenses whatsoever incurred in respect investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any Lossesclaim or litigation), then each joint or several, of the nature contemplated by such indemnification provision, the indemnifying party, in lieu of indemnifying such indemnified partyparty thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such Loss loss, claim, damage, liability or expense (or action or proceeding in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such the indemnified party on the other in connection with the statements or omissions that which resulted in such Losseslosses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and of the indemnified party on the other shall be determined by a court of law 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 has been made by, or relates to, to information supplied by such party, the indemnifying party or by the indemnified party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim effected without such Person's consent, which consent shall not be unreasonably withheld.

Contribution. If the indemnification provided for in this Section 2.09 2.7 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party Indemnified Party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party Indemnified Party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder Participating Unitholder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder Participating Unitholder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party Indemnified Party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party Indemnified Party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to ETE or any indemnified party or is insufficient to hold them harmless Selling Holder in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between ETE on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party ETE on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party ETE on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.8 is held by a court or government agency of competent jurisdiction to be unavailable to any the indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such the indemnifying party, in lieu of indemnifying such the indemnified party, shall contribute to the amount paid or payable by such the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such the indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an the indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.9 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 7 is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless in respect of any LossesLosses (other than in accordance with its terms), then each such applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such indemnified party party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses, Losses as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the such indemnifying party party, on the one hand hand, and the indemnified party party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made taken by, or relates to, to information supplied by by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph subsection (d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this subsection (d), an indemnifying party that is a selling holder of Registrable Securities shall not be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred to in amount by which the first sentence net proceeds from the sale of this paragraph shall be deemed to include any legal and other expenses reasonably incurred the Registrable Securities sold by such indemnified indemnifying party in connection with investigating exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or defending any Loss that is the subject of this paragraphalleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of gross proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.06 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party xxxxx or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 8(a) or (b) is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless in respect of any Losseslosses, claims, damages, liabilities or expenses referred to therein, then each such indemnifying party, in lieu of indemnifying such indemnified party, party thereunder shall contribute to the amount paid or payable by such indemnified party as a result of such Loss losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on Company and the one hand and participating holders of such indemnified party on the other Registrable Securities in connection with the statements or omissions that resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Company and the indemnified party on the other participating holders of Registrable Securities 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 has been made by, or relates to, to information supplied by such party, the Company or by the participating holders of Registrable Securities and the parties’ ' relative intent, intent and knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 8(d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding anything herein to the contrary, no participating holder of Registrable Securities shall be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred to in amount by which the first sentence net proceeds of this paragraph shall be deemed to include any legal and other expenses reasonably incurred the offering (before deducting expenses, if any) received by such indemnified party in connection with investigating participating holder exceeds the amount of any damages that such participating holder has otherwise been required to pay by reason of such untrue or defending any Loss that is the subject of this paragraphalleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.6 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Lossesparty, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder Xxxxxxx be required to contribute an aggregate amount in excess of the lesser of (A) the amount which Xxxxxxx would have been obligated to pay under Section 2.6(b) if such indemnity was available to the indemnified party and (B) the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder Xxxxxxx from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ Parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto Parties agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.06 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 1.07 is held by a court or government agency Governmental Authority of competent jurisdiction to be unavailable to Parent or any indemnified party Selling Holder Indemnified Person or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Parent, on the one hand, and such Selling Holder Indemnified Person, on the other hand, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Parent, on the one hand hand, and of such indemnified party Selling Holder Indemnified Person, on the other other, in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder Indemnified Person be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder Indemnified Person from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Parent, on the one hand hand, and the indemnified party each Selling Holder Indemnified Person, on the other hand, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified indemnifying party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 14.9 is held by a court or government agency of competent jurisdiction to be unavailable to the Company or any indemnified party Existing Investor or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between the Company on the one hand and such Existing Investor on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and of such indemnified party Existing Investor on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder Existing Investor be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder Existing Investor from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Company on the one hand and the indemnified party each Existing Investor on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to Parent or any indemnified party Selling Holder or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Parent, on the one hand, and such Selling Holder, on the other hand, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Parent, on the one hand hand, and of such indemnified party Selling Holder, on the other other, in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds received by such Selling Holder (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Parent, on the one hand hand, and the indemnified party each Selling Holder, on the other hand, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 3.5(g) from the indemnifying person is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless person hereunder in respect of any LossesLiabilities referred to herein, then each such the indemnifying partyperson, in lieu of indemnifying such indemnified partyperson, shall contribute to the amount paid or payable by such indemnified party person as a result of such Loss Liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand person and of such indemnified party on the other person in connection with the statements or omissions that actions which resulted in such LossesLiabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the such indemnifying party on the one hand person and the indemnified party on the other person shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to, to information supplied by by, such partyindemnifying person or indemnified person, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement action. The amount paid or omissionpayable by a party as a result of the Liabilities referred to above shall be deemed to include, subject to the limitations set forth in the foregoing provisions of this Section 3.5(g), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding; provided, that the total amount to be contributed by such Holder shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Holder in the offering. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 3.5(g) were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 1.07 is held by a court or government agency Governmental Authority of competent jurisdiction to be unavailable to Parent or any indemnified party Selling Holder Indemnified Person or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Parent, on the one hand, and such Selling Holder Indemnified Person, on the other hand, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Parent, on the one hand hand, and of such indemnified party Selling Holder Indemnified Person, on the other other, in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder Indemnified Person be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder Indemnified Person from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Parent, on the one hand hand, and the indemnified party each Selling Holder Indemnified Person, on the other hand, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified indemnifying party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.11 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.05 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such the indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of net proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other other, 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 has been made by, or relates to, information supplied by such partyparty in writing, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 Article 4 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any Losseslosses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying such party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Corporation, a Selling Holder and the indemnified party on the other Underwriters 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 has been made by, or relates to, to information supplied by such party, party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree Corporation and each Selling Holder agrees that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.04 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The amount paid or payable by an indemnified party Indemnified Party as a result of the Losses losses, claims, damages or liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphArticle 4, no Selling Holder shall be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses) received by such Selling Holder exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of or in addition to indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.7 is held by a court or government agency of competent jurisdiction to be unavailable to the Company or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Company on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 2.09 4.09 is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless in respect of any LossesLosses referred to therein, then each such the indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such the indemnified party as a result of such Loss (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such Losses or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, then such proportion as is appropriate to reflect not only the relevant fault referred to in clause (i) above but also the relative benefit of the indemnifying party on the one hand and of the indemnified party or parties on the other in connection with the statements statement or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that . The relative benefits of such parties shall be deemed to be in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of same proportion as the total net proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationoffering (before deducting expenses). The relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether the any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, to information supplied by such party, the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and or equitable if contributions contribution pursuant to this paragraph Section 4.09(d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraphSection 4.09(d). No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Section 4.09(a) and Section 4.09(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.09(d), in connection with any Registration Statement filed by the Company, a Participating Stockholder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such Stockholder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by such Stockholder pursuant to Section 4.09(b). If indemnification is available under this Section 4.09, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 4.09(a) and (d) hereof without regard to the provisions of this Section 4.09(d). The remedies provided for in this Section 4.09 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Contribution. If the indemnification provided for in Section 2.5.1 or 2.5.2 hereof is unavailable to a party that would have been entitled to indemnification pursuant to the foregoing provisions of this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to 2.5 (an “Indemnitee”) under any indemnified party or is insufficient to hold them harmless such Section in respect of any Losseslosses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each such party that would have been an indemnifying partyparty thereunder shall, in lieu of indemnifying such indemnified partyIndemnitee, shall contribute to the amount paid or payable by such indemnified party Indemnitee as a result of such Loss losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of the such indemnifying party on the one hand and of such indemnified party Indemnitee on the other in connection with the statements or omissions that which resulted in such Losseslosses, as well as any other relevant equitable considerations; providedclaims, however, that damages or liabilities (or actions or proceedings in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationrespect thereof). The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, to information supplied by such party, indemnifying party or such Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and or equitable if contributions contribution pursuant to this paragraph Section 2.5.3 were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the preceding sentence. The amount paid or payable by an indemnified a contributing party as a result of the Losses losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in the first sentence of this paragraph Section 2.5.3 shall be deemed to include any legal and or other expenses reasonably incurred by such indemnified party Indemnitee in connection with investigating or defending any Loss that is the subject of this paragraphsuch action or claim. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If To the extent any indemnification provided for in this Section 2.09 by an indemnifying party is held by a court prohibited or government agency of competent jurisdiction limited under applicable law, the indemnifying party agrees to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party the Indemnified Person on the other hand in connection with the statements or omissions that which resulted in such LossesClaim, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other Indemnified Person 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 has been made by, or on which such Claim is based relates to, to information supplied by such partythe indemnifying party or by the Indemnified Person, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it Notwithstanding the forgoing, (a) no contribution shall be made under circumstances where the payor would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method have been liable for indemnification under the fault standards set forth in Section 6, (b) no seller of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person seller of Registrable Securities who is was not guilty of such fraudulent misrepresentation, and (c) contribution by any seller of Registrable Securities shall be limited in amount to the net proceeds received by such seller from the sale of such Registrable Securities. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Purchaser and any other party were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section.

Contribution. If the indemnification provided for in this Section 2.09 8 hereof is held by a court or government agency of competent jurisdiction to be unavailable to any the Company, on the one hand, or the Agents, on the other, as an indemnified party in relation to each other under paragraph 8(a) or is 8(b) thereof or insufficient to hold them harmless in respect of any Losseslosses, claims, damages or liabilities referred to therein, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and of such indemnified party the applicable Agents on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationother. The relative fault of the indemnifying party Company on the one hand and the indemnified party Agents on the other shall be determined by reference references 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 has been made by, or relates to, to information supplied by such party, the Company or the Agents and the parties’ party's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto Company and the Agents agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 8 were to be determined by pro rata allocation or by any other method of allocation that does not take account of other than the equitable considerations referred to hereinallocation specified in the immediately preceding paragraph. The amount paid or payable by an any indemnified party as a result of the Losses losses, claims, damages and liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphSection, no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Notes offered and sold to the public through such Agent exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities 1933 Act) shall be entitled to contribution from any Person person who is was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section are not exclusive and shall not limit any rights or remedies which may otherwise be available to any such indemnified party at law or in equity.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities following an offering giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to Parent or any indemnified party Selling Holder or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Parent, on the one hand, and such Selling Holder, on the other hand, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Parent, on the one hand hand, and of such indemnified party Selling Holder, on the other other, in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Parent, on the one hand hand, and the indemnified party each Selling Holder, on the other hand, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 Article V is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless in indemnify an indemnified party with respect of to any LossesLoss, then each such the indemnifying party, in lieu of or in addition to, as appropriate, indemnifying such indemnified partyparty hereunder, shall will contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such the indemnified party on the other in connection with the statements or omissions that resulted in such Losses, Loss as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and of the indemnified party on the other shall will 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 has been made by, or relates to, to information supplied by such party, the indemnifying party or by the indemnified party and the parties’ ' relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions obligation of any Holder to make a contribution pursuant to this paragraph were Section 5.4 shall be limited to be determined the net proceeds received by pro rata allocation or by any other method of allocation that does not take account such Holder from the sale of the equitable considerations referred Registrable Securities sold by it, less any amounts paid pursuant to hereinSection 5.2. The amount paid To the extent any indemnification by an indemnified indemnifying party as a result is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Article V to the fullest extent permitted by law; provided, however, that: (a) no seller of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities 1933 Act) shall be entitled to contribution from any Person seller of Regisxxxxxx Xecurities who is was not guilty of such fraudulent misrepresentation, and (b) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

Contribution. If the indemnification provided for in this Section 2.09 2.05 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of net proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.7 is held by a court or government agency of competent jurisdiction to be unavailable to the Partnership or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between the Partnership on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party partnership on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Partnership on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 7 is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party under Section 7(a) or is insufficient to hold them harmless Section 7(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any LossesClaims or Damages referred to therein, then each such applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Claims or Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and of such indemnified party the Seller on the other in connection with the statements or omissions that which resulted in such LossesClaims or Damages, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Company on the one hand and of the indemnified party Seller on the other 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 has been made by, or relates to, to information supplied by such party, the Company or by the Seller and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto amount paid or payable by a party as a result of the Claims or Damages referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Seller agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 7(c) were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 7(c), the Seller shall not be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred amount by which the total price at which the Purchased Stock sold by the Seller and distributed to in the first sentence public exceeds the amount of this paragraph shall be deemed any damages which the Seller has otherwise been required to include any legal and other expenses reasonably incurred pay by reason of such indemnified party in connection with investigating untrue or defending any Loss that is the subject of this paragraphalleged untrue statement or omission or alleged omission. No person Person (as defined in Section 2 of the Securities Act) guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them such indemnified party harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds received by such Selling Holder (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 Article V is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any Losseslosses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying such party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Company, a Selling Holder and the indemnified party on the other Underwriters 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 has been made by, or relates to, to information supplied by such party, party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree Company and each Selling Holder agrees that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 5.04 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The amount paid or payable by an indemnified party Indemnified Party as a result of the Losses losses, claims, damages or liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphArticle V, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and each Selling Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses) received by such Selling Holder exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification indemnity and reimbursement obligation provided for in any paragraph of this Section 2.09 SECTION 7.6 is held by a court unavailable or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any LossesLosses (or actions or proceedings in respect thereof) referred to therein, then each such indemnifying party, in lieu of indemnifying such indemnified party, the Indemnifying Party shall contribute to the amount paid or payable by such indemnified party the Indemnified Party as a result of such Loss Losses (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party Indemnifying Party on the one hand and of such indemnified party the Indemnified Party on the other hand in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, to information supplied by such party, the Indemnifying Party or the Indemnified Party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party Indemnified Party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person Indemnified Party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is the Indemnifying Party if the Indemnifying Party was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 6 is held by a court or government agency of competent jurisdiction to be unavailable to an Indemnified Person with respect to any indemnified party loss, liability, claim, damage or is insufficient expense referred to hold them harmless in respect of any Lossesherein, then each such the indemnifying party, in lieu of indemnifying such indemnified partyIndemnified Person hereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such Loss loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party the Indemnified Person on the other in connection with the statements or omissions that (or alleged statements or omissions) which resulted in such Lossesloss, liability, claim, damage or expense, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on and of the one hand and the indemnified party on the other Indemnified Person shall be determined by reference to, among other things, whether the untrue (or alleged untrue untrue) statement of a material fact or the omission (or alleged omission omission) to state a material fact has been made by, or relates to, to information supplied by such party, the indemnifying party or by the Indemnified Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it ; provided, however, that: (i) no contribution shall be made under circumstances where the maker would not be just and equitable if contributions pursuant to have been liable for indemnification under the fault standards set forth in Section 6 of this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to Agreement, (ii) no Person involved in the first sentence sale of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that Registrable Securities which Person is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who is was not guilty of such fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to Inergy or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Inergy on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Inergy on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Inergy on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.06 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of net proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If for any reason the indemnification provided for in this Section 2.09 Sections 6.1 and 6.2 is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless in respect of any LossesLosses referred to therein, then each such the indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such the indemnified party as a result of such Loss (a) in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party or parties, on the other hand, in connection with the acts, statements or omissions that resulted in such losses or (b) if the allocation provided by clause (a) above is not permitted by applicable law, then such proportion as is appropriate to reflect not only the relative fault referred to in clause (a) above but also the relative benefit of the indemnifying party on the one hand and of such the indemnified party or parties on the other in connection with the statements statement or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that . The relative benefits of such parties shall be deemed to be in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of same proportion as the total net proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationoffering (before deducting expenses). The In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether the any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, to information supplied by such party, the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and or equitable if contributions contribution pursuant to this paragraph Section 6.4 were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Sections 6.1 and 6.2 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6.4, in connection with any Registration Statement filed by the Company, a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such contribution obligation. If indemnification is available under this Article VI, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Sections 6.1 and 6.2 hereof without regard to the provisions of this Section 6.4. The remedies provided for in this Article VI are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Contribution. If the indemnification provided for in this Section 2.09 Article V is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless in respect of any LossesLosses (other than in accordance with its terms), then each such applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such indemnified party party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses, Losses as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the such indemnifying party party, on the one hand hand, and the indemnified party party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made taken by, or relates to, to information supplied by by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 5.5 were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 5.5, an indemnifying party that is a selling Holder of Registrable Securities shall not be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred to in amount by which the first sentence net proceeds from the sale of this paragraph shall be deemed to include any legal and other expenses reasonably incurred the Registrable Securities sold by such indemnified indemnifying party in connection with investigating exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or defending any Loss that is the subject of this paragraphalleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. The obligation of each selling Holder of Registrable Securities to contribute pursuant to this Section 5.5 is several, and not joint, in proportion to the net proceeds of the offering received by such selling Holder in relation to the total net proceeds of the offering received by all of the selling Holders.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand hand, and of such the indemnified party party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose liability shall be joint and several) shall not be greater than the maximum amount for which such Selling Holder be required to contribute an aggregate amount could have been liable under the proviso contained in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationSection 2.08(b). The relative fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other other, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.8 is held by a court or government agency of competent jurisdiction to be unavailable to Inergy or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between Inergy on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Inergy on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Inergy on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If any of the indemnification provisions provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction 2.6 are determined to be unenforceable or unavailable to any an indemnified party or is insufficient to hold them harmless Person in respect of any Lossesclaim or action, then each such indemnifying party, in lieu of indemnifying such indemnified partyPerson, shall contribute to the amount paid or payable by such indemnified party Person as a result of such Loss claims in such proportion as is appropriate to reflect the relative fault of the indemnified Person and the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, claim or action as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other Person 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 has been made by, or relates to, to information supplied by such party, the indemnifying party or by the indemnified Person and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 2.6(d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinabove in this Section 2.6(d). The amount paid or payable by an indemnified a party as a result of the Losses claims referred to in the first sentence of this paragraph above shall be deemed to include any legal and or other fees or expenses reasonably incurred by such indemnified party Person in connection with investigating or defending any Loss that is the subject of this paragraphaction or claim. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, no holder of Registrable Securities shall be required to contribute any amount pursuant to this Section 2.6 in excess of the net proceeds paid to such holder pursuant to any sale by such holder pursuant to a registration statement and each holder's obligations to contribute pursuant to this Section 2.6 are several, in the proportion that the net proceeds of the offering received by such holder bears to the total net proceeds of the offering received by all the applicable holders, and not joint.

Contribution. If the indemnification provided for in this Section 2.09 2 is held by a court unavailable or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an indemnified party in respect of any Losseslosses, claims, expenses, damages or liabilities or actions in respect thereof, then each such indemnifying party, party shall in lieu of indemnifying such indemnified party, shall party contribute to the amount paid or payable by such indemnified party as a result of such Loss losses, claims, expenses, damages, liabilities or actions in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company, on the one hand hand, and of such indemnified party the Stockholders, on the other other, in connection with the statements or omissions that which resulted in such Losseslosses, claims, expenses, damages, liabilities or actions as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be including the failure to give any required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationnotice. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, to information supplied by such partythe Company or any affiliate thereof, on the one hand, or any Stockholder or any affiliate thereof, on the other, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent present such statement or omission. The parties hereto Company and the Stockholders agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 2(d) were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinabove in this Section 2(d). The amount paid or payable by an indemnified party as a result of the Losses losses, claims, expenses, damages, liabilities or actions in respect thereof referred to above in the first sentence of this paragraph Section 2(d) shall be deemed to include any legal and or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraphsuch action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to the Corporation or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Corporation on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Corporation on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinabove. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 14.9 is held by a court or government agency of competent jurisdiction to be unavailable to the Company or any indemnified party Existing Investor or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between the Company on the one hand and such Existing Investor on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and of such indemnified party Existing Investor on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder Existing Investor be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder Existing Investor from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Company on the one hand and the indemnified party each Existing Investor on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 2.09 2.04 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party a Person entitled to indemnification hereunder (other than as a result of exceptions contained in paragraphs (a) and (b) of this Section 2.04) or is insufficient to hold them harmless in respect of any LossesLosses referred to therein, then each such the indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party the Person entitled to indemnification hereunder as a result of such Loss (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party the Person or Persons entitled to indemnification hereunder on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided. In connection with any Registration Statement filed with the SEC by the Company, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party Person or Persons entitled to indemnification hereunder on the other hand shall be determined by reference to, among other things, whether the any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, to information supplied by the indemnifying party or by the Person or Persons entitled to indemnification hereunder and such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and or equitable if contributions contribution pursuant to this paragraph Section 2.04(d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraphSection 2.04(d). No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. The amount paid or payable by a Person entitled to indemnification hereunder as a result of the Losses referred to in Section 2.04(a) and Section 2.04(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.04(d), in connection with any Registration Statement filed by the Company, the Initial Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by the Initial Holder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by the Initial Holder pursuant to Section 2.04(b). If indemnification is available under this Section 2.04, the indemnifying parties shall indemnify each Person entitled to indemnification hereunder to the full extent provided in Section 2.04(a) and Section 2.04(b) hereof without regard to the provisions of this Section 2.04(d). The remedies provided for in this Section 2.04 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Person entitled to indemnification hereunder at law or in equity.

Contribution. If the indemnification provided for in this Section 2.09 Article 4 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless an Indemnified Party in respect of any Losseslosses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying such party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand Company, a Selling Holder and the indemnified party on the other Underwriters 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 has been made by, or relates to, to information supplied by such party, party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree Company and each Selling Holder agrees that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.04 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The amount paid or payable by an indemnified party Indemnified Party as a result of the Losses losses, claims, damages or liabilities referred to in the first sentence of this immediately preceding paragraph shall be deemed to include include, subject to the limitations set forth above, any legal and or other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any Loss that is such action or claim. Notwithstanding the subject provisions of this paragraphArticle 4, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and each Selling Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses) received by such Selling Holder exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.6 is held by a court or government agency of competent jurisdiction to be unavailable to any the indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between the Partnership, on the one hand, and the Noteholder Representative, on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Partnership, on the one hand hand, and of such indemnified party the Noteholder Representative, on the other other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder the Noteholder Representative be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder the Noteholder Representative from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Partnership, on the one hand hand, and the indemnified party Noteholder Representative, on the other other, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the a claim for indemnification provided for in this under Section 2.09 4.1 or 4.2 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party an Indemnified Party because of a failure or is insufficient refusal of a governmental authority to hold them harmless enforce such indemnification in respect accordance with its terms (by reason of any Lossespublic policy or otherwise), then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand Indemnifying Party and of such indemnified party on the other Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses, Losses as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand such Indemnifying Party and the indemnified party on the other Indemnified Party shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state of a material fact fact, has been taken or made by, or relates to, to information supplied by by, such partyIndemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 4.3, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 4.4 were to be determined by pro rata allocation or by any other method of allocation that does not take into account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this immediately preceding paragraph. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. Notwithstanding anything to the contrary contained herein, the Holders shall be liable under this Section 4.4 for only that amount as does not exceed the aggregate amount invested by such Holder under the Purchase Agreement.

Contribution. If In order to provide for just and equitable contribution in circumstances in which the indemnification indemnity agreement provided for in this Section 2.09 Sections 4.1 and 4.2 above is for any reason held by a court or government agency of competent jurisdiction to be unavailable to any unenforceable by the indemnified party or is insufficient to hold them harmless although applicable in respect of any Lossesaccordance with its terms, then each such indemnifying party, in lieu of indemnifying such indemnified party, the Company and the Holder shall contribute to the amount paid or payable aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnified party as a result of such Loss indemnity agreement incurred by the Company and the Holder, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and of such indemnified party the Holder on the other hand, in connection with the statements or omissions that which resulted in such Losseslosses, as well as any other relevant equitable considerations; providedclaims, howeverdamages, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnificationliabilities, or expenses. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to, to information supplied by such by, the indemnifying party or the indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. The parties hereto agree that it would not be just and or equitable if contributions contribution pursuant to this paragraph Section 4.4 were to be determined by pro rata PRO RATA allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 4.4, Holder shall not be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred amount of the total proceeds to in the first sentence Holder from sales of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss the Registrable Securities of the Holder under the Registration Statement that is the subject of this paragraphthe indemnification claim. No Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who is was not guilty of such fraudulent misrepresentation. For purposes of this Section 4.4, each person, if any, who controls the Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Holder, and each director of the Company, each officer of the Company who signed a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

Contribution. If the indemnification provided for in this Section 2.09 5.5 is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party under Section 5.5(a) or is insufficient to hold them harmless 5.5(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any Losses, then each such applicable indemnifying party, in lieu of indemnifying such indemnified party, shall shall, jointly and severally, contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the actions, statements or omissions that which resulted in such Losses, Losses as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the such indemnifying party on the one hand and the such indemnified party on the other shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been taken or made by, or relates to, to information supplied by by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5.5(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 5.5(d) were to be determined by pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 5.5(d), an indemnifying party which is a selling holder of Registered Registrable Securities and is not at fault shall not be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred to in amount by which the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred total price at which the Registered Registrable Securities sold by such indemnified indemnifying party in connection with investigating and distributed to the public were offered to the public exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue or defending any Loss that is the subject of this paragraphalleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 Agreement is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party under Section 9 or is insufficient to hold them harmless Section 10 hereof (other than by reason of exceptions provided in such Sections) in respect of any Losses, then each such applicable indemnifying party, party in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other parties in connection with the statements actions, statements, or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the such indemnifying party on the one hand and the indemnified party on the other parties shall be determined by reference to, among other things, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or the omission fact, omission, or alleged omission to state of a material fact fact, has been taken or made by, or relates to, to information supplied by by, such indemnifying party or indemnified party, and the parties’ partys' relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement action, statement, or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 11 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with any action, suit, claim, investigation, or proceeding. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 12 were to be determined by pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 12, Xxxxxx shall not be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred amount by which the total price at which the Shares sold by it exceeds the amount of any damages which such indemnifying party has otherwise been required to in the first sentence pay by reason of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating untrue or defending any Loss that is the subject of this paragraphalleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f11 (f) of the Securities Act) shall be entitled to contribution from any Person person who is was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and or other expenses reasonably incurred by such indemnified party in connection with investigating investigating, defending or defending resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the a claim for indemnification provided for in this under Section 2.09 6.4(a) or 6.4(b) is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party an Indemnified Party or is otherwise insufficient to hold them harmless in respect an Indemnified Party (by reason of any Lossespublic policy or otherwise), then each such indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partythe Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand Indemnifying Party and of such indemnified party on the other Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses, Losses as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand such Indemnifying Party and the indemnified party on the other Indemnified Party shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state of a material fact fact, has been taken or made by, or relates to, to information supplied by by, such partyIndemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 6.4(c), any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 6.4(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 6.4(d), the Investor shall not be required to contribute, in the aggregate, any amount paid by an indemnified party as a result in excess of the Losses referred amount by which the proceeds actually received by the Investor from the sale of the Registrable Securities subject to in the first sentence Proceeding exceeds the amount of this paragraph shall be deemed any damages that the Investor has otherwise been required to include any legal and other expenses reasonably incurred pay by reason of such indemnified party in connection with investigating untrue or defending any Loss that is the subject of this paragraphalleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that an Indemnifying Party may have to an Indemnified Party.

Contribution. If the indemnification provided for in this Section 2.09 2.7 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses in such proportion as is appropriate to reflect the relative fault of the each indemnifying party on the one hand and of such each indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the each indemnifying party on the one hand and the each indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 7.5(e) from the indemnifying party is held by a court or government agency of competent jurisdiction to be unavailable to any an indemnified party or is insufficient to hold them harmless hereunder in respect of any Losseslosses, claims, damages, liabilities or expenses referred to therein, then each such the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other parties in connection with the statements or omissions that actions which resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the such indemnifying party on the one hand and the indemnified party on the other parties shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to, to information supplied by by, 45 49 such partyindemnifying party or indemnified parties, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement action. The amount paid or omissionpayable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this paragraph Section 7.5(e) were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 7.5(e)(ii), no Holder shall be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred amount by which the total price at which the Registrable Securities of such Holder were offered to in the first sentence public exceeds the amount of this paragraph shall be deemed any damages which such Holder has otherwise been required to include any legal and other expenses reasonably incurred pay by reason of such indemnified party in connection with investigating untrue statement or defending any Loss that is the subject of this paragraphomission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is was not guilty of such fraudulent misrepresentation. If indemnification is available under this Section 7.5(e), the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 7.5(e)(i) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 7.5(e)(ii).

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to the Company or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Company on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party Company on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinabove. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 ‎Section 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to ETP or any indemnified party Selling Holder or is insufficient to hold them it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between ETP on the one hand and such Selling Holder on the other hand, in such proportion as is appropriate to reflect the relative fault of the indemnifying party ETP on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party ETP on the one hand and the indemnified party each Selling Holder on the other hand 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If To provide for just and equitable contribution in circumstances in which the indemnification indemnity agreement provided for in this Section 2.09 2 is for any reason held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless unenforceable although applicable in respect of any Lossesaccordance with its terms, then Camden and each such indemnifying party, in lieu of indemnifying such indemnified party, Investor shall contribute to the amount paid or payable aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnified party as a result of such Loss the indemnity agreement incurred by Camden and each Investor, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Camden on the one hand and of such indemnified party the Investor on the other other, in connection with the statements or omissions that which resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to, to information supplied by such by, the indemnifying party or the indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionthe action. The parties hereto agree that it would not be just and or equitable if contributions contribution pursuant to this paragraph Section 2(d) were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the immediately preceding paragraph. The Notwithstanding the provisions of this Section 2(d), no Investor shall be required to contribute any amount paid by an indemnified party as a result in excess of the Losses referred lesser of (i) the amount by which the total price at which the Registrable Shares of that Investor were sold to in the first sentence public or (ii) the amount of this paragraph shall be deemed any damages which that Investor would otherwise have been required to include any legal and other expenses reasonably incurred pay by such indemnified party in connection with investigating reason of the untrue statement or defending any Loss that is omission. Notwithstanding the subject of this paragraph. No foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who is was not guilty of such fraudulent misrepresentation. For purposes of this Section 2(d), each person, if any, who controls an Investor within the meaning of Section 15 of the Act shall have the same rights to contribution as that Investor, and each director of Camden, each officer of Camden who signed the Registration Statement and each person, if any, who controls Camden within the meaning of Section 15 of the Act shall have the same rights to contribution as Camden.

Contribution. If the indemnification provided for in this Section 2.09 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to PNG or any indemnified party Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss Losses as between PNG on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying party PNG on the one hand and of such indemnified party Selling Holder on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party PNG on the one hand and the indemnified party each Selling Holder on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to hereinin the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 2.09 2.06 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party pxxxx or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.