Common use of Right to Contribution Clause in Contracts

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. (a) If any right of indemnification contained in Section 6.02 5.02 or Section 6.03 5.03 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 other 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 6.075.07: (i) any fault associated with the business conducted with Kenvue Revelyst Business, the Revelyst Assets or the Kenvue Revelyst Liabilities (except for the gross negligence or with the ownership, operation or activities willful misconduct of a member of the Kenvue Business prior to the Separation Closing Vista Outdoor Group) shall be deemed to be the fault of Kenvue Revelyst and the other members of the Kenvue Revelyst Group, and no such fault shall be deemed to be the fault of J&J Vista Outdoor or any other member of the J&J Vista Outdoor Group; and (ii) any fault associated with the business conducted with J&J Vista Outdoor Business, the Vista Outdoor Assets or the J&J Vista Outdoor Liabilities (except for the gross negligence or with the ownership, operation or activities willful misconduct of a member of the J&J Business prior to the Separation Closing Revelyst Group) shall be deemed to be the fault of J&J Vista Outdoor and the other members of the J&J Vista Outdoor Group, and no such fault shall be deemed to be the fault of Kenvue Revelyst or any other member of the Kenvue Revelyst Group.

Right to Contribution. (a) If any right of indemnification contained in Section SECTION 6.02 or Section 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 SECTION 6.07: (i) any fault associated with the business conducted with Kenvue Assets or the Kenvue Liabilities by Concentra or with the ownership, operation or activities of the Kenvue Concentra Business prior to the Separation Closing shall be deemed to be the fault of Kenvue Concentra and the other members of the Kenvue Concentra Group, and no such fault shall be deemed to be the fault of J&J Select or any other member of the J&J Select Group; and (ii) any fault associated with the business conducted with J&J Assets or the J&J Liabilities by Select or with the ownership, operation or activities of the J&J Select Business prior to the Separation Closing shall be deemed to be the fault of J&J Select and the other members of the J&J Select Group, and no such fault shall be deemed to be the fault of Kenvue Concentra or any other member of the Kenvue Concentra Group.

Right to Contribution. (a) If any right of indemnification contained in Section 6.02 9.2 or Section 6.03 9.3 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 6.079.7: (i) any fault associated with the business conducted with Kenvue Constellation Assets or any fault associated with the Kenvue Constellation Liabilities (except for the gross negligence or willful misconduct of a member of the Exelon Group) or with the ownership, operation or activities of the Kenvue Constellation Business prior to the Separation Closing Distribution shall be deemed to be the fault of Kenvue Constellation and the other members of the Kenvue Constellation Group, and no such fault shall be deemed to be the fault of J&J Exelon or any other member of the J&J Exelon Group; and (ii) any fault associated with the business conducted with J&J Exelon Assets or the J&J Liabilities or any fault associated with the ownership, operation Exelon Liabilities (except for the gross negligence or activities willful misconduct of a member of the J&J Business prior to the Separation Closing Constellation Group) shall be deemed to be the fault of J&J Exelon and the other members of the J&J Exelon Group, and no such fault shall be deemed to be the fault of Kenvue Constellation or any other member of the Kenvue Constellation Group.

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 other 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 [Outdoor Products] Business, the [Outdoor Products] Assets or the Kenvue [Outdoor Products] Liabilities (except for the gross negligence or with the ownership, operation or activities willful misconduct of a member of the Kenvue Business prior to the Separation Closing Vista Outdoor Group) shall be deemed to be the fault of Kenvue [Outdoor Products] and the other members of the Kenvue [Outdoor Products] Group, and no such fault shall be deemed to be the fault of J&J Vista Outdoor or any other member of the J&J Vista Outdoor Group; and (ii) any fault associated with the business conducted with J&J Vista Outdoor Business, the Vista Outdoor Assets or the J&J Vista Outdoor Liabilities (except for the gross negligence or with the ownership, operation or activities willful misconduct of a member of the J&J Business prior to the Separation Closing [Outdoor Products] Group) shall be deemed to be the fault of J&J Vista Outdoor and the other members of the J&J Vista Outdoor Group, and no such fault shall be deemed to be the fault of Kenvue [Outdoor Products] or any other member of the Kenvue [Outdoor Products] Group.

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 DT Midstream Assets or the Kenvue DT Midstream Liabilities (except for the gross negligence or willful misconduct of a member of the DTE Energy Group) or with the ownership, operation or activities of the Kenvue DT Midstream Business prior to the Separation Closing Distribution shall be deemed to be the fault of Kenvue DT Midstream and the other members of the Kenvue DT Midstream Group, and no such fault shall be deemed to be the fault of J&J DTE Energy or any other member of the J&J DTE Energy Group; and (ii) any fault associated with the business conducted with J&J DTE Energy Assets or the J&J DTE Energy Liabilities (except for the gross negligence or with the ownership, operation or activities willful misconduct of a member of the J&J Business prior to the Separation Closing DT Midstream Group) shall be deemed to be the fault of J&J DTE Energy and the other members of the J&J DTE Energy Group, and no such fault shall be deemed to be the fault of Kenvue DT Midstream or any other member of the Kenvue DT Midstream Group.