Right to Contribution. If the indemnification provided for in this Section 6 is unavailable to, or insufficient to hold harmless, an indemnified party under Section 6(a) or Section 6(b) above in respect of any Losses referred to in such Sections, then each applicable indemnifying party shall have an obligation to contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and of the Holder, on the other, in connection with the Misstatement/Omission or violation which resulted in such Losses, taking into account any other relevant equitable considerations. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 6(c) above, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation, lawsuit or legal or administrative action or proceeding. The relative fault of the Company, on the one hand, and of the Holder, on the other, shall be determined by reference to, among other things, whether the relevant Misstatement/Omission or violation relates to information supplied by the Company or by the Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Misstatement/Omission or violation. The Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 6(e), a Holder shall not be required to contribute any amount in excess of the amount by which (i) the amount (net of payment of all expenses) at which the securities that were sold by such Holder and distributed to the public were offered to the public exceeds (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such Misstatement/Omission or violation. 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 was not guilty of such fraudulent misrepresentation.
Right to Contribution. (a) If any right of indemnification contained in Section 6.02 or Section 6.03 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless any Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by any Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and such Indemnitee and any other Indemnitees entitled to contribution in respect of such Liability, on the other hand, as well as any other relevant equitable considerations.
(b) Solely for purposes of determining relative fault pursuant to this Section 6.07: (i) any fault associated with the business conducted with Kenvue Assets or the Kenvue Liabilities or with the ownership, operation or activities of the Kenvue Business prior to the Separation Closing shall be deemed to be the fault of Kenvue and the other members of the Kenvue Group, and no such fault shall be deemed to be the fault of J&J or any other member of the J&J Group; and (ii) any fault associated with the business conducted with J&J Assets or the J&J Liabilities or with the ownership, operation or activities of the J&J Business prior to the Separation Closing shall be deemed to be the fault of J&J and the other members of the J&J Group, and no such fault shall be deemed to be the fault of Kenvue or any other member of the Kenvue Group.
Right to Contribution. The right of any Owners to contribute for the cost and expenses in the repair, maintenance and/or restoration of any Party Wall or Party Roof, Party Structure, or other structure, shall be appurtenant to the land and shall pass to such owner's successors in title.
Right to Contribution. (a) If any right of indemnification contained in Section 6.02 or Section 6.03 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless any Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by any Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and such Indemnitee and any other Indemnitees entitled to contribution in respect of such Liability, on the other hand, as well as any other relevant equitable considerations.
Right to Contribution. If the indemnification provided for hereunder is held by a court of competent jurisdiction to be prohibited by law to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the 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 agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any person.
Right to Contribution. Except as otherwise expressly provided herein, the Loan Parties are jointly and severally liable for the Obligations. However, the benefits of this Agreement and the Loan will not necessarily benefit each Loan Party to the same degree. In order to provide for just and equitable contribution among the Loan Parties, if any payment is made by a Loan Party (the "Funding Loan Party") in discharging more than its Proportionate Share (hereinafter defined) of the Obligations, the Funding Loan Party shall be entitled to a contribution from each other Loan Party (each a "Contributing Loan Party") for all payments, damages and expenses incurred by the Funding Loan Party in discharging the Obligations, as set forth in this Section 8.13.
Right to Contribution. 14 Section 8. Rules 144 and 144A..........................................15 Section 9. Underwritten Registrations..................................15
Right to Contribution. 86 8.13.2 BENEFIT AMOUNT............................................87 8.13.3 TERM LOAN CONTRIBUTIONS...................................87 8.13.4 SUBORDINATION.............................................87 8.13.5 PRESERVATION OF RIGHTS....................................87 8.13.6 SUBSIDIARY PAYMENT........................................87 8.13.7 ASSET OF FUNDING LOAN PARTY...............................87 8.13.8 DATE OF DETERMINATION.....................................87 8.14 SURETYSHIP WAIVERS................................................87 8.15 SEVERABILITY......................................................89 8.16 HEADINGS..........................................................89 8.17
Right to Contribution. Notwithstanding anything in this Agreement to the contrary, SFI (and/or its insurers) shall have the right to pursue a claim for contribution or indemnity against Galaxy to the extent of the proportion of damages found to be attributable to Galaxy's negligence for any Claim Indemnified by SFI following a judicial determination and exhaustion of all appeals. Notwithstanding anything in this Agreement to the contrary, Galaxy (and/or its insurers) shall have the right to pursue a claim for contribution or indemnity against SFI to the extent of the proportion of damages found to be attributable to SFI's negligence for any Galaxy Indemnified Claim following a judicial determination and exhaustion of all appeals.
Right to Contribution. To provide for a just and equitable contribution among Borrowers and the Joinder Party, if any payment is made by Borrowers or the Joinder Party (such party, a "Funding Obligor") under the Loan Documents or this Joinder and Amendment in respect of the Loan, such Funding Obligor shall be entitled to a contribution from each other party for all payments, damages and expenses, incurred by such Funding Obligor under or in connection with the Loan, such contributions to be made in the manner and to the extent set forth below. Any amount payable as a contribution under the Loan Documents or this Joinder and Amendment shall be determined as of the date on which the related payment is made by a Funding Obligor.
