Common use of Equitable Contribution Under the Securities Act Clause in Contracts

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser or any controlling Person of the Purchaser (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, each controlling Person, the Seller and the Shareholders will contribute to the aggregate Indemnifiable Losses to which the Purchaser or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, such controlling Person, the Seller, and the Shareholders in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, such controlling Person, the Seller and the Shareholders as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser Purchaser, Newco, the Surviving Corporation, the Company, or any controlling Person of the Purchaser or the Company (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, Newco, the Surviving Corporation, the Company, each controlling Person, Person and each of the Seller and the Shareholders Sellers will contribute to the aggregate Indemnifiable Losses to which the Purchaser Purchaser, Newco, the Surviving Corporation, the Company or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, the Seller, Person and the Shareholders such Seller in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, the Person and such Seller and the Shareholders as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser Purchaser, the Surviving Corporation, the Company, or any controlling Person of the Purchaser or the Company (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, the Surviving Corporation, the Company, each controlling Person, Person and the Seller and the Shareholders will contribute to the aggregate Indemnifiable Losses to which the Purchaser Purchaser, the Surviving Corporation, the Company or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, the Surviving Corporation, the Company, such controlling Person, the Seller, Person and the Shareholders Seller in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, the Surviving Corporation, the Company, such controlling Person, Person and the Seller and the Shareholders as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser Purchaser, Newco, the Surviving Corporation, the Company, or any controlling Person of the Purchaser or the Company (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, Newco, the Surviving Corporation, the Company, each controlling Person, Person and each of the Seller and the Shareholders Sellers will contribute to the aggregate Indemnifiable Losses to which the Purchaser Purchaser, the Surviving Corporation, the Company or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, the Seller, Person and the Shareholders such Seller in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, the Person and such Seller and the Shareholders as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser Purchaser, Newco, the Surviving Corporation, the Company, or any controlling Person of the Purchaser or the Company (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, Newco, the Surviving Corporation, the Company, each controlling Person, Person and the Seller and the Shareholders will contribute to the aggregate Indemnifiable Losses to which the Purchaser Purchaser, Newco, the Surviving Corporation, the Company or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, the Seller, Person and the Shareholders Seller in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, Person and the Seller and the Shareholders as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser Purchaser, the Company, or any controlling Person of the Purchaser or the Company (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, the Company, each controlling Person, Person and the Seller and the Shareholders will contribute to the aggregate Indemnifiable Losses to which the Purchaser Purchaser, the Company or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, the Company, such controlling Person, the Seller, Person and the Shareholders Seller in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, the Company, such controlling Person, Person and the Seller and the Shareholders as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser Purchaser, Newco, the Surviving Corporation, and the Company, or any controlling Person of the Purchaser or the Company (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, Newco, the Surviving Corporation, the Company, each controlling Person, Person and each of the Seller and the Shareholders Sellers will contribute to the aggregate Indemnifiable Losses to which the Purchaser Purchaser, the Surviving Corporation, the Company or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, the Seller, Person and the Shareholders such Seller in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, Newco, the Surviving Corporation, the Company, such controlling Person, the Person and such Seller and the Shareholders as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Equitable Contribution Under the Securities Act. To provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Purchaser or any controlling Person of the Purchaser (within the meaning of the Securities Act) makes a claim for indemnification pursuant to Section 10.1(ii) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that Section 10.1(ii) provides for indemnification in such case, then, the Purchaser, each controlling Person, the Seller and the Shareholders Shareholder will contribute to the aggregate Indemnifiable Losses to which the Purchaser or any such controlling Person may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Purchaser, such controlling Person, the Seller, and the Shareholders Shareholder in connection with the statements or omissions which resulted in such Indemnifiable Losses, as well as the relative benefit received by the Purchaser, such controlling Person, the Seller and the Shareholders Shareholder as a result of the issuance of the securities to which such Indemnifiable Losses relate, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such Indemnifiable Losses, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations; provided, however, that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.