Common use of Survival; Contribution Clause in Contracts

Survival; Contribution. Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten offering, the indemnification provided for under this Agreement will survive the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 or any officer, director or controlling Person of such indemnified party and will survive any transfer of securities pursuant thereto. In the event the indemnification is unavailable in whole or in part for any reason under this section 4.2, the Corporation and the Holders participating in such Qualification will contribute to the aggregate of all losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative benefits and relative fault of the Corporation and such Holders in connection with the event giving rise to liability. The relative benefits shall be deemed to be in the same proportion as the 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 and of the indemnified party will be determined by reference to, among other things, whether the misrepresentation or alleged misrepresentation 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 misrepresentation; provided, however that, in any case, (1) 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 subsection 4.2(d), when combined with the amounts paid or payable by such Holder pursuant to subsection 4.2(b), exceed the proceeds from the distribution actually received by such Holder.

Survival; Contribution. Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten offering, the The indemnification provided for shall be a continuing right to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 will survive the expiry of this Agreement and will shall remain in full force and effect regardless of any investigation made by by, or on behalf of of, the indemnified party or any officer, director director, or controlling Person of such indemnified party. Each indemnifying party and will survive also agrees to make such provisions, as are reasonably requested by any transfer of securities pursuant thereto. In indemnified party, for contribution to such party in the event the indemnification is unavailable in whole or in part for any reason under this section 4.2reason; provided, however, that the Corporation and the Holders participating in amount of such Qualification will contribute to the aggregate of all losses, claims, damages, liabilities and expenses in such proportion as is appropriate to contribution shall reflect the relative benefits and relative fault of the Corporation and such Holders in connection with the event giving rise to liability. The relative benefits shall be deemed to be in the same proportion as the total proceeds (net of discounts and commissions but before deducting expenses) received by the Corporation indemnifying party and the selling Holdersindemnified party. The relative fault of the indemnifying party and of the indemnified party will shall be determined by with reference to, among other things, whether the misrepresentation or alleged misrepresentation relates to information was supplied by the indemnifying party or by the indemnified party party, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such misrepresentationany event giving rise to a claim for indemnification or contribution; provided, however however, that, in any such case, (1x) no Holder party will be required to contribute any amount in excess of the public offering price amount of all such Holder’s Qualifiable Securities offered and sold proceeds (net of any Registration Expenses) received by such Holderparty pursuant to such registration statement, and (2y) no Person guilty of fraudulent misrepresentation (within with the meaning of Section 11(f) of the 0000 XxxSecurities Act) will shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation, ; and provided, further, that, provided further that in no event will shall a Holderparty’s liability pursuant to this subsection 4.2(d)Section 7.4, when combined with the amounts paid or payable by such Holder party pursuant to subsection 4.2(b)Section 7.2, exceed the amount of proceeds from the distribution actually (net of any Registration Expenses) received by such Holderparty from the sale of Registrable Securities pursuant to such registration statement.

Survival; Contribution. Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten offering, the The indemnification provided for under this Agreement 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 or any officer, director or controlling Person of such indemnified party and will survive any the transfer of securities pursuant theretoand the termination of this Agreement. In the event If the indemnification provided for in Section 4.1 of this Agreement is unavailable to a party that would have been an indemnified party thereunder in whole or in part for respect of any reason under this section 4.2, the Corporation and the Holders participating in such Qualification will contribute to the aggregate of all losses, claims, damagesdamages or liabilities (or actions in respect thereof) referred to therein, then the Company shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities and expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits and relative fault of the Corporation Company on the one hand and such Holders indemnified party on the other in connection with the event giving rise to liability. The relative benefits shall be deemed to be claims which resulted in the same proportion as the total proceeds such losses, claims, damages or liabilities (net of discounts and commissions but before deducting expenses) received by the Corporation and the selling Holdersor actions in respect thereof). The relative fault of the indemnifying party and of the indemnified party will shall be determined by reference to, among other things, whether the misrepresentation untrue or alleged misrepresentation 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 such indemnified party and the parties’ relative intent, knowledge, access to information, information and opportunity to correct or prevent such misrepresentation; provided, however that, in any case, (1) no Holder will statement or omission. The Company and each holder of Registrable Securities agree that it would not be required to contribute any amount in excess of the public offering price of all such Holder’s Qualifiable Securities offered just and sold by such Holder, and (2) no Person guilty of fraudulent misrepresentation (within the meaning of the 0000 Xxx) will be entitled to equitable if 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 subsection 4.2(d), when combined with Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the amounts equitable considerations referred to above in this Section 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 Holder pursuant indemnified party in connection with investigating or defending any such action or claim. Notwithstanding any provision of this Section 4.4 to subsection 4.2(b)the contrary, exceed each holder of Registrable Securities liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds from the distribution actually received by such Holderholder 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 indemnifying parties may have to the indemnified parties.