Common use of CONTRIBUTION IN THE EVENT OF JOINT LIABILITY Clause in Contracts

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If the indemnification provided in Sections 2.1 and 2.2 hereof is not available (but not if prohibited by applicable law or this Agreement), in respect of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and/or Losses incurred by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee, or would be if joined in such Proceeding, on the one hand, and the Indemnitee, on the other hand, from the transaction(s) or event(s) from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) that resulted in such Expenses and/or Losses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If (a) Whether or not the indemnification provided in Sections 2.1 and 2.2 Section 1 hereof is not available (but not if prohibited by applicable law or this Agreement)available, in respect of any Proceeding threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceedingaction, suit or proceeding), the Company shall contribute to the amount of Expenses and/or Losses expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement of such action, suit or proceeding actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by fault of the Company and all officers, directors or employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee, Indemnitee (or would be if joined in such Proceedingaction, suit or proceeding), on the one hand, and the Indemnitee, on the other hand, from in connection with the transaction(s) events that resulted in such expenses, judgments, fines or event(s) from settlement amounts, as well as any other equitable considerations which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, Delaware Law may require to the extent necessary to conform to applicable law, be further adjusted by reference to the considered. The relative fault of the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) action, suit or proceeding), on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) that resulted in such Expenses and/or Losses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive. (b) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If 5.1 Contribution by Company. To the fullest extent permitted by law, if the indemnification provided for in Sections 2.1 and 2.2 hereof this Agreement is not available (but not if prohibited by applicable law or this Agreement)unavailable to Indemnitee for any reason whatsoever, the Company, in respect lieu of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding)indemnifying Indemnitee, the Company shall will contribute to the amount of Expenses and/or and Losses actually and reasonably incurred or paid by Indemnitee in connection with any Proceeding in proportion to the relative benefits received by the Company and all officers, directors or and employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee, Indemnitee (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, from the transaction(s) or event(s) transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or and employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) ), on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) events that resulted in such Expenses and/or and Losses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) ), on the one hand, and the Indemnitee, on the other hand, shall will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary secondary, and the degree to which their conduct is was active or passive.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If 7.1 To the fullest extent permitted by applicable law, if the indemnification provided for in Sections 2.1 and 2.2 hereof this Agreement is not available (but not if prohibited unavailable to Indemnitee for any reason other than as expressly contemplated by applicable law or this Agreement), the Company, in respect lieu of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding)indemnifying Indemnitee, the Company shall contribute to the amount of Liabilities and Expenses and/or Losses actually and reasonably incurred by Indemnitee in connection with any Proceeding referred to in sub-clause 3.1 in proportion to the relative benefits received by the Company and all officers, directors or and employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee, Indemnitee (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, from the transaction(s) or event(s) matter from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or and employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) ), on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) events that resulted in such Expenses and/or LossesLiabilities and Expenses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) ), on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary secondary, and the degree to which their conduct is was active or passive. 7.2 To the fullest extent permitted by applicable law, subject to clause 11, the Company shall indemnify and hold harmless Indemnitee from any claims of contribution that may be brought by other officers, directors or employees of the Company who may be jointly liable with Indemnitee for any of the Liabilities and Expenses arising from a Proceeding referred to in sub-clause 3.1.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If (a) The Company shall not enter into any settlement of any Proceeding on behalf of Indemnitee in which the indemnification provided Company is jointly liable with Indemnitee (or would be if joined in Sections 2.1 such Proceeding) unless such settlement provides for a full and 2.2 hereof final release of all claims asserted against Indemnitee or Indemnitee is not available otherwise fully indemnified against such liability. (but not if prohibited by applicable law b) If, for any reason, Indemnitee shall elect or this Agreement), be required to pay all or any portion of any judgment or settlement in respect of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and/or Losses Expenses, judgments, fines and amounts paid in settlement (provided that the Company consents in writing to such settlement, such consent not to be unreasonably withheld or delayed), actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by (i) the Company and all officers, directors or employees of the Company, Company and other persons to whom the Company is providing indemnification (other than the Indemnitee, ) who are jointly liable with the Indemnitee, Indemnitee (or would be if joined in such Proceeding), on the one hand, and the (ii) Indemnitee, on the other hand, from the transaction(s) or event(s) transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of (i) the Company and all officers, directors or employees of the Company, Company and other persons to whom the Company is providing indemnification (other than the Indemnitee, ) who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) ), on the one hand, and the (ii) Indemnitee, on the other hand, in connection with the transaction(s) or event(s) events that resulted in such Expenses and/or LossesExpenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable the law may require to be considered. The relative fault of (i) the Company and all officers, directors and or employees of the Company, Company and other persons to whom the Company is providing indemnification (other than the Indemnitee, ) who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) ), on the one hand, and the (ii) Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary secondary, and the degree to which their conduct is active or passive. (c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee, provided such indemnification would otherwise be permissible pursuant to this Agreement.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If the indemnification provided in Sections 2.1 1 and 2.2 2 hereof is not available (but not if prohibited by applicable law or this Agreement)unavailable for any reason other than those set forth in Section 3 hereof, then in respect of any Proceeding in which the Company is jointly liable with the Indemnitee Director (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and/or Losses Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee Director in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and all officers, directors or employees of the Company, Company other than the Indemnitee, Director who are jointly liable with the Indemnitee, Director (or would be if joined in such Proceeding), on the one hand, and the IndemniteeDirector, on the other hand, from the transaction(s) or event(s) transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to and (ii) the relative fault of the Company and all officers, directors or employees of the Company, Company other than the Indemnitee, Director who are jointly liable with the Indemnitee Director (or would be if joined in such Proceeding) ), on the one hand, and the IndemniteeDirector, on the other hand, in connection with the transaction(s) or event(s) that events which resulted in such Expenses and/or LossesExpenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations which applicable law may require to be consideredconsiderations. The relative fault of the Company and all officers, directors and or employees of the Company, Company other than the Indemnitee, Director who are jointly liable with the Indemnitee Director (or would be if joined in such Proceeding) ), on the one hand, and the IndemniteeDirector, on the other hand, shall be determined by reference to, among other things, the degree parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or any other method of allocation which their actions were motivated by intent to gain personal profit or advantage, does not take account of the degree to which their liability is primary or secondary and the degree to which their conduct is active or passiveforegoing equitable considerations.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If the indemnification provided in Sections 2.1 and 2.2 hereof is not available (but not if prohibited by applicable law If, for any reason, Indemnitee shall elect or this Agreement), in respect be required to pay all or any portion of any Proceeding judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceedingaction, suit or proceeding), the Company shall contribute to the amount of Expenses and/or and Losses incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee, Indemnitee (or would be if joined in such Proceedingaction, suit or proceeding), on the one hand, and the Indemnitee, on the other hand, from the transaction(s) or event(s) transaction from which such Proceeding action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) action, suit or proceeding), on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) events that resulted in such Expenses and/or or Losses, as well as any other equitable considerations which applicable the law may require to be considered. The relative fault of the Company and all officers, directors and or employees of the Company, Company other than the Indemnitee, Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) action, suit or proceeding), on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary secondary, and the degree to which their conduct is active or passive.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If the indemnification provided in Sections 2.1 1 and 2.2 2 hereof is not available (but not if prohibited by applicable law or this Agreement)unavailable for any reason other than those set forth in Section 3 hereof, then in respect of any Proceeding in which the Company is jointly liable with the Indemnitee Officer (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and/or Losses Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee Officer in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and all officers, directors or employees of the Company, Company other than the Indemnitee, Officer who are jointly liable with the Indemnitee, Officer (or would be if joined in such Proceeding), on the one hand, and the IndemniteeOfficer, on the other hand, from the transaction(s) or event(s) transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to and (ii) the relative fault of the Company and all officers, directors or employees of the Company, Company other than the Indemnitee, Officer who are jointly liable with the Indemnitee Officer (or would be if joined in such Proceeding) ), on the one hand, and the IndemniteeOfficer, on the other hand, in connection with the transaction(s) or event(s) that events which resulted in such Expenses and/or LossesExpenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations which applicable law may require to be consideredconsiderations. The relative fault of the Company and all officers, directors and or employees of the Company, Company other than the Indemnitee, Officer who are jointly liable with the Indemnitee Officer (or would be if joined in such Proceeding) ), on the one hand, and the IndemniteeOfficer, on the other hand, shall be determined by reference to, among other things, the degree parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or any other method of allocation which their actions were motivated by intent to gain personal profit or advantage, does not take account of the degree to which their liability is primary or secondary and the degree to which their conduct is active or passiveforegoing equitable considerations.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. If Whether or not the indemnification provided in Sections 2.1 and 2.2 hereof this Agreement is not available (but not if prohibited by applicable law or this Agreement)available, in respect of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute contribute, to the fullest extent permitted by law, to the amount of Expenses and/or Losses Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee, or would be if joined in such Proceeding, on the one hand, and the Indemnitee, on the other hand, from the transaction(s) or event(s) transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) events that resulted in such Expenses and/or LossesExpenses, judgments, fines or settlement amounts, as well as any other equitable considerations which that applicable law may require to be considered. The For the purposes of this Section 4, the relative fault benefit of the Company shall be deemed to be the benefit accruing to it and to all of its directors, officers, directors employees and employees of the Company, other agents (other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, as a group and treated as one entity, and the relative benefit of Indemnitee shall be deemed to be an amount not greater than the Indemnitee’s yearly base salary or Indemnitee’s compensation from the Company during the years in which the events forming the basis of the Proceeding are alleged to have occurred. To the fullest extent permitted by law, the relative fault of the Company, on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary secondary, and the degree to which their conduct is active or passive.