Common use of Partial Indemnification and Contribution Clause in Contracts

Partial Indemnification and Contribution. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Losses in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Indemnifiable Losses to which Indemnitee is entitled. To the fullest extent permissible under applicable law, if, for any reason whatsoever, the indemnification provided for in this Agreement is unavailable to Indemnitee with respect to a Proceeding or a particular claim in a Proceeding but the Company is able to indemnify the Indemnitee with respect to another claim in the Proceeding or indemnify or pay the Expenses or liabilities of another person or entity that is a party to the Proceeding, then, in lieu of indemnifying Indemnitee with respect to the matter for which indemnification is unavailable, the Company shall contribute to the amount actually and reasonably incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving cause to such Proceeding and (ii) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand, and Indemnitee, on the other hand, in connection with such events and transactions. The Company hereby agrees to indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by directors, officers or employees of the Company (other than Indemnitee) who may be jointly liable with Indemnitee for matters for which Indemnitee would be entitled to indemnification or contribution by the Company under this Agreement.

Partial Indemnification and Contribution. (a) If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Losses in connection with a Proceedingexpenses or liabilities of any type whatsoever (including, but notnot limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such Indemnifiable Losses thereof to which the Indemnitee is entitled. To not entitled to indemnification. (c) If the fullest extent permissible under applicable law, if, Indemnitee is not entitled to the indemnification provided in Section 3.2 for any reason whatsoeverother than the statutory limitations set forth in the Delaware General Corporation Law, the indemnification provided for then in this Agreement is unavailable to Indemnitee with respect to a Proceeding of any threatened, pending or a particular claim completed proceeding in a Proceeding but which the Company is able to indemnify jointly liable with the Indemnitee with respect to another claim (or would be if joined in the Proceeding or indemnify or pay the Expenses or liabilities of another person or entity that is a party to the Proceeding, then, in lieu of indemnifying Indemnitee with respect to the matter for which indemnification is unavailablesuch proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, whether for Expenses, judgments, fines or amounts and paid or to be paid in settlement, payable by the Indemnitee in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee as a result of on the events and transactions giving cause to other hand from the transaction from which such Proceeding proceeding arose and (ii) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand, hand and Indemnitee, of the Indemnitee on the other hand, hand in connection with the events which resulted in such events expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and transactionsof the Indemnitee on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Company hereby agrees that it would not be just and equitable if contribution pursuant to indemnify and hold harmless Indemnitee from this Section 3.3 were determined by pro rata allocation or any claims for contribution other method of allocation which may be brought by directors, officers or employees does not take account of the Company (other than Indemnitee) who may be jointly liable with Indemnitee for matters for which Indemnitee would be entitled to indemnification or contribution by the Company under this Agreementforegoing equitable considerations.

Partial Indemnification and Contribution. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Losses in connection with a Indemnification Agreement Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Indemnifiable Losses to which Indemnitee is entitled. To the fullest extent permissible under applicable law, if, for any reason whatsoever, the indemnification provided for in this Agreement is unavailable to Indemnitee with respect to a Proceeding or a particular claim in a Proceeding but the Company is able to indemnify the Indemnitee with respect to another claim in the Proceeding or indemnify or pay the Expenses or liabilities of another person or entity that is a party to the Proceeding, then, in lieu of indemnifying Indemnitee with respect to the matter for which indemnification is unavailable, the Company shall contribute to the amount actually and reasonably incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving cause to such Proceeding and (ii) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand, and Indemnitee, on the other hand, in connection with such events and transactions. The Company hereby agrees to indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by directors, officers or employees of the Company (other than Indemnitee) who may be jointly liable with Indemnitee for matters for which Indemnitee would be entitled to indemnification or contribution by the Company under this Agreement.

Partial Indemnification and Contribution. (a) If Indemnitee an Indemnified Parties is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Losses expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, XXXXX excise taxes and penalties, and amounts paid in connection with settlement) incurred by him, her or it in the investigation, defense, settlement or appeal of a Proceeding, but notnot entitled, however, to indemnification for all of the total amount thereofof this Agreement, the Company shall nevertheless indemnify Indemnitee the Indemnified Party for such total amount except as to the portion of such Indemnifiable Losses this Agreement to which Indemnitee the Indemnified Party is not entitled. (b) Whether or not the indemnification provided in Section 4 of this Agreement is available, in respect of any threatened, pending or completed Proceeding in which the Company is jointly liable with an Indemnified Party (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring the Indemnified Party to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with an Indemnified Party (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against the Indemnified Party. (c) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, an Indemnified Party shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding in which the Company is jointly liable with the Indemnified Party (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnified Party in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than the Indemnified Party, who are jointly liable with the Indemnified Party (or would be if joined in such Proceeding), on the one hand, and the Indemnified Party, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than the Indemnified Party who are jointly liable with the Indemnified Party (or would be if joined in such Proceeding), on the one hand, and the Indemnified Party, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than the Indemnified Party, who are jointly liable with the Indemnified Party (or would be if joined in such Proceeding), on the one hand, and the Indemnified Party, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive. (d) The Company hereby agrees to fully indemnify and hold Indemnified Parties harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than the Indemnified Parties, who may be jointly liable with the Indemnified Parties. (e) To the fullest extent permissible under applicable law, if, for any reason whatsoever, if the indemnification provided for in this Agreement is unavailable to Indemnitee with respect to a Proceeding or a particular claim in a Proceeding but an Indemnified Party for any reason whatsoever, the Company is able to indemnify the Indemnitee with respect to another claim in the Proceeding or indemnify or pay the Expenses or liabilities of another person or entity that is a party to the Proceeding, thenCompany, in lieu of indemnifying Indemnitee with respect to the matter for which indemnification is unavailableIndemnified Party, the Company shall contribute to the amount actually and reasonably incurred by Indemniteethe Indemnified Party, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee the Indemnified Party as a result of the events and transactions event(s) and/or transaction(s) giving cause to such Proceeding and and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents), on Agents) and the one hand, and Indemnitee, on the other hand, Indemnified Party in connection with such events and transactions. The Company hereby agrees to indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by directors, officers or employees of the Company (other than Indemniteeevent(s) who may be jointly liable with Indemnitee for matters for which Indemnitee would be entitled to indemnification or contribution by the Company under this Agreementand/or transaction(s).