Common use of Contribution Payment Clause in Contracts

Contribution Payment. To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of that Claim and any and all amounts paid in settlement of that Claim (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) incurred or paid by Indemnitee and for which such indemnification is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such Indemnifiable Event (collectively, including the Company, the “Third-Parties”) on the other hand, so that the Indemnitee is not responsible for an amount greater than the Contribution Amounts times the proportion reflecting Indemnitee’s relative fault.

Contribution Payment. To the fullest extent permitted by applicable law, if the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable lawavailable to Indemnitee for any reason whatsoever, then in the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Corporate Status, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of that Claim such Proceeding and any and all amounts paid in settlement of that Claim Proceeding (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) incurred or paid by Indemnitee and for which such indemnification is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such Indemnifiable Event matter (collectively, including the Company, the “Third-Third Parties”) on the other hand, so that the Indemnitee is not responsible for an amount greater than the Contribution Amounts times the proportion reflecting Indemnitee’s relative fault.

Contribution Payment. To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then at the option of Indemnitee, in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to (or arising in part out of) an Indemnifiable Event), Indemnitee’s Corporate Status, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, losses, claims, damages, liabilities, judgments, finespenalties (including excise or similar taxes), fines or penalties amounts assessed against or incurred or paid by Indemnitee on account of that Claim such Proceeding and any and all amounts paid in settlement of that Claim Proceeding (including all interest, assessments, assessments and other charges paid or payable in connection with or in respect of such Expenses, losses, claims, damages, liabilities, judgments, finespenalties (including excise or similar taxes), penalties, fines or amounts paid in settlement) incurred or paid by Indemnitee and for which such indemnification is not permitted (the “Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company Corporation and any and all other parties (including officers and directors of the Company Corporation other than Indemnitee) who may be at fault with respect to such Indemnifiable Event matter (collectively, including the CompanyCorporation, the “Third-Third Parties”) on the other hand, so that the Indemnitee is not responsible for an amount greater than the Contribution Amounts times the proportion reflecting Indemnitee’s relative fault.

Contribution Payment. To the fullest extent permitted by applicable law, if the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable lawavailable to Indemnitee for any reason whatsoever, then in the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Corporate Status, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of that Claim such Proceeding and any and all amounts paid in settlement of that Claim Proceeding (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) incurred or paid by Indemnitee and for which such indemnification is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such Indemnifiable Event matter (collectively, including the Company, the “Third-Third Parties”) ), on the other hand, so that the Indemnitee is not responsible for an amount greater than the Contribution Amounts times the proportion reflecting Indemnitee’s relative fault.

Contribution Payment. To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then in the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to (or arising in part out of) an Indemnifiable Event), Indemnitee’s Corporate Status, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines, penalties (including excise or penalties similar taxes), or amounts assessed against or incurred or paid by Indemnitee on account of that Claim such Proceeding and any and all amounts paid in settlement of that Claim Proceeding (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penaltiespenalties (including excise or similar taxes), or amounts paid in settlement) incurred or paid by Indemnitee and for which such indemnification is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such Indemnifiable Event matter (collectively, including the Company, the “Third-Third Parties”) on the other hand, so that the Indemnitee is not responsible for an amount greater than the Contribution Amounts times the proportion reflecting Indemnitee’s relative fault.

Contribution Payment. To the extent that the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then in the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Corporate Status, the Company, in lieu of indemnifying Indemnitee, shall shall, to the fullest extent permitted by law, contribute to the amount of any and all Expenses, judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of that Claim such Proceeding and to any and all amounts paid in settlement of that Claim Proceeding (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) incurred or paid by Indemnitee and for which such indemnification is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such Indemnifiable Event matter (collectively, including the Company, the “Third-Third Parties”) ), on the other hand, so that the Indemnitee is not responsible for an amount greater than the Contribution Amounts times the proportion reflecting Indemnitee’s relative fault.