Common use of Contribution and Reimbursement Clause in Contracts

Contribution and Reimbursement. (a) Whether or not the indemnification provided in Section 1 hereof is available, in respect of any actual, threatened, pending or completed Covered Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay the entire amount of any Expenses and Other Liabilities of such Covered Claim without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. (b) The Company shall not enter into any settlement of any Covered Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), without the prior written consent of Indemnitee (which shall not be unreasonably withheld), unless such settlement solely involves the payment of money and provides for a full and final release of all Claims asserted against Indemnitee. (c) Without diminishing or impairing the obligations of the Company set forth in clauses (a) and (b) of this Section 2, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Expenses or Other Liabilities in any actual, threatened, pending or completed Covered Claim, the Company shall reimburse Indemnitee for the entire amount of Expenses or Other Liabilities actually incurred and paid or payable by Indemnitee.