Common use of Survival; Contribution Clause in Contracts

Survival; Contribution. (a) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities. If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, claims, damages or liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, 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, claim, damage or liability 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 circumstances that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party 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 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. (b) Notwithstanding anything in this Section 7 to the contrary, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions of the underwriting agreement shall control.

Survival; Contribution. (a) The Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten offering, the indemnification provided for under this Agreement shall will survive the expiry of this Agreement and will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party indemnified party or any officer, director or controlling person Person of such Indemnified Party indemnified party and shall will survive the any transfer of securitiessecurities pursuant thereto. If In the event the indemnification provided is unavailable in whole or in part for any reason under this section 4.2, the Corporation and the Holders participating in this Section 7 is held by a court such Qualification will contribute to the aggregate of competent jurisdiction to be unavailable to an Indemnified Party with respect to any all losses, claims, damages or damages, liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, 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, claim, damage or liability and expenses in such proportion as is appropriate to reflect the relative benefits and relative fault of the Indemnifying Party on the one hand, Corporation and of the Indemnified Party, on the other, such Holders in connection with the circumstances that resulted event giving rise to liability. The relative benefits shall be deemed to be in such loss, claim, damage or liability, the same proportion as well as any other relevant equitable considerationsthe total proceeds (net of discounts and commissions but before deducting expenses) received by the Corporation and the selling Holders. The relative fault of the Indemnifying Party indemnifying party and of the Indemnified Party shall indemnified party will be determined by a court of law by reference to, among other things, whether the untrue misrepresentation or alleged untrue statement of a material fact or the omission to state a material fact misrepresentation relates to information supplied by the Indemnifying Party indemnifying party or by the Indemnified Party indemnified party and the parties’ relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement or omission. misrepresentation; provided, however that, in any case, (b1) Notwithstanding anything no Holder will be required to contribute any amount in excess of the public offering price of all such Holder’s Qualifiable Securities offered and sold by such Holder, and (2) no Person guilty of fraudulent misrepresentation (within the meaning of the 0000 Xxx) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation, and provided, further, that, in no event will a Holder’s liability pursuant to this Section 7 to the contrarysubsection 4.2(d), to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection when combined with the underwritten public offering are in conflict with amounts paid or payable by such Holder pursuant to subsection 4.2(b), exceed the foregoing provisions, proceeds from the provisions of the underwriting agreement shall controldistribution actually received by such Holder.

Survival; Contribution. (a) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities. If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, claims, damages or liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, 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, claim, damage or liability 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 circumstances that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party 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 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. (b) Notwithstanding anything in this Section 7 to the contrary, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions of the underwriting agreement shall control.

Survival; Contribution. (a) The indemnification provided for shall be a continuing right to indemnification with respect to sales of Registrable Securities and shall survive the registration and sale of any securities by any Person and the expiration or termination of this Agreement. The indemnification provided under this Agreement shall remain in full force and effect regardless of any investigation made by by, or on behalf of of, the Indemnified Party indemnified party or any officer, director director, or controlling person Person of such Indemnified Party and shall survive indemnified party. Each indemnifying party also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the transfer of securities. If the event indemnification provided is unavailable for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any lossesreason; provided, claimshowever, damages or liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall, to the extent permitted by applicable law, contribute to that the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to contribution shall reflect the relative fault of the Indemnifying Party on indemnifying party and the one hand, and of the Indemnified Party, on the other, in connection with the circumstances that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerationsindemnified party. The relative fault of the Indemnifying Party indemnifying party and of the Indemnified Party indemnified party shall be determined by a court of law by with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information was supplied by the Indemnifying Party indemnifying party or by the Indemnified Party indemnified party, and the parties’ relative intent, knowledge, access to information information, and opportunity to correct or prevent any event giving rise to a claim for indemnification or contribution; provided, however, that, in any such statement or omission. case, (bx) Notwithstanding anything no party will be required to contribute any amount in excess of the amount of proceeds (net of any Registration Expenses) received by such party pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (with 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; and provided further that in no event shall a party’s liability pursuant to this Section 7 to the contrary7.4, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection when combined with the underwritten public offering are in conflict with amounts paid or payable by such party pursuant to Section 7.2, exceed the foregoing provisions, amount of proceeds (net of any Registration Expenses) received by such party from the provisions sale of the underwriting agreement shall controlRegistrable Securities pursuant to such registration statement.

Survival; Contribution. (a) The indemnification provided for under this Agreement shall will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party indemnified party or any officer, director or controlling person Person of such Indemnified Party indemnified party and shall will survive the transfer of securitiessecurities and the termination of this Agreement. If the indemnification provided for in Section 4.1 of this Section 7 Agreement is held by a court of competent jurisdiction to be unavailable to a party that would have been an Indemnified Party with indemnified party thereunder in respect to of any losses, claims, damages or liabilities (or actions in respect thereof) referred to hereintherein, then the Indemnifying PartyCompany shall, in lieu of indemnifying such Indemnified Party hereunder, shall, to the extent permitted by applicable lawindemnified party, contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losslosses, claimclaims, damage damages or liability liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company on the one hand, hand and of the Indemnified Party, such indemnified party on the other, other in connection with the circumstances that claims which resulted in such losslosses, claimclaims, damage damages or liability, as well as any other relevant equitable considerationsliabilities (or actions in respect thereof). The relative fault of the Indemnifying Party and of the Indemnified Party 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 relates to information supplied by the Indemnifying Party indemnifying party or by the Indemnified Party such indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (b) Notwithstanding anything . The Company and each holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 4.4 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 in this Section 7 4.4. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 4.4 shall include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding any provision of this Section 4.4 to the contrary, each holder of Registrable Securities liability hereunder with respect to any particular registration shall be limited to an amount equal to the extent net proceeds received by such holder from the Registrable Securities sold by such holder in such registration. The indemnity and contribution agreements contained in this Section are in addition to any liability that the provisions on indemnification and contribution contained in indemnifying parties may have to the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions of the underwriting agreement shall controlindemnified parties.