Contribution in the Event of Joint Liability Contract Clauses (1,699)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Contribution in the Event of Joint Liability clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Contribution in the Event of Joint Liability. (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expe...nses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. View More
Found in U.S. WELL SERVICES, INC. contract
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Contribution in the Event of Joint Liability. (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expe...nses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee. View More
Found in Star Peak Energy Transition Corp. contract
Contribution in the Event of Joint Liability. (a) To the fullest extent permissible under applicable law, law and in accordance with the Recitals contained herein, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any 8 reason whatsoever, the Company, Company and Fund II, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabil...ities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company and Fund II hereby agrees agree to fully indemnify, hold harmless and exonerate Indemnitee Indemnitee, in accordance with the Recitals contained herein, from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. View More
Found in Tuatara Capital Acquisition Corp contract
Contribution in the Event of Joint Liability. (a) To the fullest maximum extent permissible under permitted by applicable law, if the indemnification, indemnification and hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5, then, the Company, in lieu of indemnifying, indemnifying and holding harmless or exonerating Indemnitee, sh...all pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, Fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to shall fully indemnify, indemnify and hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. View More
Found in Kimco Realty OP, LLC contract
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Contribution in the Event of Joint Liability. (a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives ...and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), 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 Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such 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 law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), 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 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. View More
Found in TRXADE GROUP, INC. contract
Contribution in the Event of Joint Liability. (a) Whether To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or ...for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not the indemnification provided in Sections 1 and 2 hereof is available, in respect enter into any settlement of any threatened, pending or completed action, suit or proceeding Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (b) Without 5 (c) In the event clause (a) of this Section 8 is determined to be unavailable by final adjudication by a court of competent jurisdiction, and without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, subparagraphs, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), 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 Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), 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 and the degree to which their conduct is active or passive. (c) passive (d) The Company hereby agrees to fully indemnify indemnify, hold harmless and hold exonerate Indemnitee harmless from any claims of for contribution which may be brought by officers, directors or employees of the Company, Company other than Indemnitee, Indemnitee who may be jointly liable with Indemnitee. View More
Found in Empowerment & Inclusion Capital I Corp. contract
Contribution in the Event of Joint Liability. (a) Whether or The Company shall not the indemnification provided in Sections 1 and 2 hereof is available, in respect enter into any settlement of any threatened, pending or completed action, suit or proceeding Proceeding on behalf of Indemnitee in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without re...quiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. Indemnitee or Indemnitee is otherwise fully indemnified against such liability. (b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, If, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), 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 Indemnitee, Indemnitee) who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), on the one hand, and (ii) Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of (i) the Company and all officers, directors or employees of the Company and other persons to whom the Company is providing indemnification (other than Indemnitee Indemnitee) who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), on the one hand, and (ii) Indemnitee, on the other hand, in connection with the events that resulted in such expenses, Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law law may require to be considered. 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 Indemnitee, Indemnitee) who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Proceeding), on the one hand, and (ii) Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by 6 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, Company other than Indemnitee, Indemnitee who may be jointly liable with Indemnitee. Indemnitee, provided such indemnification would otherwise be permissible pursuant to this Agreement. View More
Found in Diffusion Pharmaceuticals Inc. contract
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Contribution in the Event of Joint Liability. To the fullest extent permissible under applicable law, if the indemnification and hold harmless rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Ind...emnifiable Event, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Indemnifiable Event in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, trustees, fiduciaries and agents) and Indemnitee in connection with such event(s) and/or transaction(s). View More
Found in HARBOR DIVERSIFIED, INC. contract
Contribution in the Event of Joint Liability. To the fullest extent permissible under applicable law, if the indemnification and hold harmless rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for damages, losses, liabilities, judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expens...es, in connection with any Indemnifiable Event, in such proportion as is deemed fair -6- and reasonable in light of all of the circumstances of such Indemnifiable Event in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such proceeding; and/or (ii) the relative fault of the Company and its subsidiaries (and its their respective directors, officers, employees, trustees, fiduciaries members, managers and agents) and Indemnitee in connection with such event(s) and/or transaction(s). View More
Found in Real Good Food Company, Inc. contract
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Contribution in the Event of Joint Liability. 8.1 To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expe...nses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. 8.2 The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. 8.3 The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. 7 9. EXCLUSIONS. Notwithstanding any provision in this Agreement except for Section 27, the Company shall not be obligated under this Agreement to make any indemnification, hold harmless or exoneration payment in connection with any claim made against Indemnitee: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or (c) except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. View More
Found in Colony Global Acquisition Corp. contract
Contribution in the Event of Joint Liability. 8.1 (a) To the fullest extent permissible under applicable law, law and in accordance with the terms and conditions contained herein, if the indemnification, indemnification and/or hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, indemnifying or holding harmless Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Expense, judgments, f...ines and/or amounts paid settlements, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and/or transactions giving cause to such Proceeding; and (ii) the relative fault of the Company (and its directors, managers, officers, employees and agents) and Indemnitee in connection with such events and/or transactions. (b) Whether or exonerating Indemnitee, not the indemnification provided in Sections 3 and 4 hereof is available, in respect of any threatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. 8.2 (c) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. 8.3 (d) The Company hereby agrees to fully indemnify, indemnify and hold harmless Indemnitee, in accordance with the terms and exonerate Indemnitee conditions contained herein, from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. 7 9. EXCLUSIONS. EXCLUSIONS AND LIMITATIONS. (a) Notwithstanding any provision in this Agreement except for Section 27, Agreement, the Company shall not be obligated under this Agreement to make any indemnification, indemnification payment, advance expenses, or hold harmless or exoneration payment Indemnitee in connection with any claim made against Indemnitee: (a) or Proceeding (or any part of a Proceeding): (i) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iii) on account of the Indemnitee's conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee's duty of loyalty to the Company or (c) its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee's personal income tax payable on any salaries, bonuses, director's fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Company; or (vi) except as otherwise provided in Sections 14.5 and 14.6 14(f)‎ hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) (B) the Company provides the indemnification, indemnification or hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. View More
Found in Tuatara Capital Acquisition Corp contract
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