Contribution Clause Example with 313 Variations from Business Contracts
This page contains Contribution clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, 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 circumstan...ces of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. 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.View More
Variations of a "Contribution" Clause from Business Contracts
Contribution. To the fullest extent permissible under applicable law, if If the indemnification provided for in this Agreement Sections 1 and 3 is unavailable to Indemnitee, the Company, unavailable, then, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reaso...nable 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 transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. The Company shall not enter into any settlement respect of any action, suit or proceeding Claim in which the Company is jointly liable with Indemnitee (or would be if joined in the Claim), the Company shall contribute to the amount of Expenses, judgments, fines, penalties and amounts paid in settlement as appropriate to reflect: (i) the relative benefits received by the Company, on the one hand, and Indemnitee, on the other hand, from the transaction from which the Claim arose, and (ii) the relative fault of the Company, on the one hand, and of Indemnitee, on the other, in connection with the events which resulted in such action, Expenses, judgments, fines, penalties and amounts paid in settlement, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of Indemnitee, on the other, shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses and Liabilities. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 11 were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations described in this Section 11. -7- 12. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit or proceeding) unless to enforce such settlement provides for a full and final release of all claims asserted against Indemnitee. rights. View More
Contribution. To the fullest extent permissible under applicable law, if If the indemnification provided for in this Agreement under Section 2 or Section 3 is unavailable by reason of a court decision finding that Indemnitee is not eligible to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts receive indemnification for Expenses incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim rel...ating to an indemnifiable event Indemnitee under this Agreement, based on grounds other than any of those set forth in such proportion as is deemed fair and reasonable Section 15, then, 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 transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. The Company shall not enter into any settlement respect of any action, suit or proceeding Proceeding in which the Company Corporation is jointly liable with Indemnitee (or would be if joined in such action, suit Proceeding), the Corporation shall contribute to the amount of Expenses actually and reasonably incurred and paid or proceeding) unless payable by Indemnitee in such settlement provides for a full proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on one hand and final release Indemnitee on the other from the transaction from which such Proceeding arose and (ii) the relative fault of all claims asserted against Indemnitee. the Corporation on the one hand and of Indemnitee on the other in connection with the events that resulted in such Expenses as well as any other relevant equitable considerations. The relative fault of the Corporation on the one hand and of Indemnitee on the other shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses. The Corporation 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 that does not take into account of the foregoing equitable considerations. View More
Contribution. To the fullest extent permissible under applicable law, law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines payment of any ...and all Indemnifiable Claims or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, Indemnifiable Losses, 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 the Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and Indemnifiable Claim or Indemnifiable Loss; and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, members, managers, trustees and agents) and the Indemnitee in connection with such events and transactions. The Company event(s) and/or transaction(s); provided that such contribution shall not enter into any settlement be required where it is determined, pursuant to a final disposition of any action, suit such Indemnifiable Claim or proceeding Indemnifiable Loss in which accordance with Section 8, that the Indemnitee is not entitled to indemnification by the Company is jointly liable with Indemnitee (or would be if joined in respect to such action, suit Indemnifiable Claim or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. Indemnifiable Loss. View More
Contribution. To the fullest extent permissible under applicable law, law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee, Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines payment of any and... all Indemnifiable Claims or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, Indemnifiable Losses, in such proportion as it believes is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) (a) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and (ii) Indemnifiable Claim or Indemnifiable Loss and/or (b) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactions. The Company event(s) and/or transaction(s); provided that such contribution shall not enter into any settlement be required where it is determined, pursuant to a final disposition of any action, suit such Indemnifiable Claim or proceeding Indemnifiable Loss in which accordance with Section 9, that Indemnitee is not entitled to indemnification by the Company is jointly liable with Indemnitee (or would be if joined in respect to such action, suit Indemnifiable Claim or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. Indemnifiable Loss. View More
Contribution. (a) Whether or not the indemnification provided in Section 2 is available, in respect of any Proceeding in which the Corporation is jointly liable with Agent (or would be if joined in such Proceeding), the Corporation shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Agent to contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against Agent. The Corporation shall n...ot enter into any settlement of any Proceeding in which the Corporation is jointly liable with Agent (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Agent. (b) Without diminishing or impairing the obligations of the Corporation set forth in Section 8(a), if, for any reason, Agent shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding in which the Corporation is jointly liable with Agent (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Agent in proportion to the relative benefits received by the Corporation and all officers, directors or employees of the Corporation, other than Agent, who are jointly liable with Agent (or would be if joined in such Proceeding), on the one hand, and Agent, on the other hand, from the 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 law, be further adjusted by reference to the relative fault of the Corporation and all officers, directors or employees of the Corporation other than Agent who are jointly liable with Agent (or would be if joined in such Proceeding), on the one hand, and Agent, 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 Corporation and all officers, directors or employees of the Corporation, other than Agent, who are jointly liable with Agent (or would be if joined in such Proceeding), on the one hand, and Agent, 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 Corporation hereby agrees to fully indemnify and hold Agent harmless from any claims of contribution which may be brought by officers, directors or employees of the Corporation, other than Agent, who may be jointly liable with Agent. (d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, Agent for any reason whatsoever, the Company, Corporation, in lieu of indemnifying Indemnitee, Agent, shall contribute to the amounts amount actually and reasonably incurred by Indemnitee, Agent, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlement, settlement and/or for Expenses, 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 Corporation and Indemnitee Agent as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and Proceeding and/or (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Agent in connection with such events and transactions. 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. event(s) and/or transaction(s). View More
Contribution. To the fullest extent permissible under applicable law, law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee, Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines payment of any and... all Indemnifiable Claims or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, Indemnifiable Losses, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) (a) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and (ii) Indemnifiable Claim or Indemnifiable Loss and/or (b) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactions. The Company event(s) and/or transaction(s); provided that such contribution shall not enter into any settlement be required where it is determined, pursuant to a final disposition of any action, suit such Indemnifiable Claim or proceeding Indemnifiable Loss in which accordance with Section 8, that Indemnitee is not entitled to indemnification by the Company is jointly liable with Indemnitee (or would be if joined in respect to such action, suit Indemnifiable Claim or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. Indemnifiable Loss. View More
Contribution. To If the fullest extent permissible indemnification provided in Section 1 hereof may not be paid to the Indemnitee under applicable law, if the indemnification provided for then in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines any threatened, pending or amounts paid completed action, suit, proceeding or to be paid in settlement, in connection with any cl...aim 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 transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. The Company shall not enter into any settlement of any action, suit or proceeding appeal in which the Company is jointly liable with the Indemnitee, the Company shall contribute to the amount of reasonable expenses (including attorneys' fees and disbursements), judgments, fines (including expense taxes and penalties) and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee (or would be if joined in such proportion as is appropriate to reflect (a) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such action, suit suit, proceeding or proceeding) unless appeal arise, and (b) the relative fault of the Company on the one hand and of the Indemnitee on the other in connection with the events which resulted in such expenses, judgments, fines or settlement provides for a full amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and final release of all claims asserted against Indemnitee. the Indemnitee on the other shall be determined by reference to, among other things, the 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 3 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations. View More
Contribution. To the fullest extent permissible under applicable law, if (a) If the indemnification provided for elsewhere in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines whole or amounts paid or to in part and may not be paid to Indemnitee for any reason other than those set forth in settlement, -11- Section 9, then in connection with respect to 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 transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. The Company shall not enter into any settlement of any action, suit or proceeding action in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless action), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee in connection with any such settlement provides for a full action without requiring Indemnitee to contribute to such payment, and final release the Company hereby waives and relinquishes any right of all claims asserted contribution it may have at any time against Indemnitee. (b) With respect to an action brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such action had been brought against Indemnitee. View More
Contribution. To the fullest extent permissible under applicable law, law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee, Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines payment of any and... all Indemnifiable Claims or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, Indemnifiable Losses, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) (a) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and (ii) Indemnifiable Claim or Indemnifiable Loss or (b) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactions. event(s) and/or transaction(s); provided that such contribution will not be required where it is determined, pursuant to a final disposition of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section 8 or pursuant to the last sentence of Section 9(a), that Indemnitee is not entitled to indemnification by the Company with respect to such Indemnifiable Claim or Indemnifiable Loss. The Company shall not enter into will indemnify and hold harmless Indemnitee from any settlement claim of any action, suit contribution that may be brought by directors, officers, employees or proceeding in which other agents or representatives of the Company is Company, other than Indemnitee, who may be 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. View More
Contribution. To the fullest extent permissible under applicable law, if If the indemnification provided for in this Agreement under Section 2 is unavailable to Indemnitee, the Company, by reason of a court decision, based on grounds other than any of those set forth in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid Section 5 below, then, in settlement, in connection with any claim relating to an ind...emnifiable 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 transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. The Company shall not enter into any settlement respect of any action, suit or proceeding Proceeding in which the Company Corporation is jointly liable with Indemnitee (or would be if joined in such action, suit Proceeding), the Corporation shall contribute to the amount of Expenses actually and reasonably incurred and paid or proceeding) unless payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on one hand and Indemnitee on the other from the transaction from which such Proceeding arose and (ii) the relative fault of the Corporation on the one hand and of Indemnitee on the other in connection with the events that resulted in such Expenses as well as any other relevant equitable considerations. The relative fault of the Corporation on the one hand and of Indemnitee on the other shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses. The Corporation 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 that does not take into account of the foregoing equitable considerations. 3 5. Exceptions. Any other provision herein to the contrary notwithstanding, the Corporation shall not be obligated pursuant to the terms of this Agreement: (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement; (b) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers' and directors' liability insurance; (c) Claims Under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; (d) Unlawful Claims. To indemnify Indemnitee to the extent such indemnification is prohibited by applicable law; or (e) Unauthorized Settlement. To indemnify Indemnitee with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, to participate in the defense of such action or to indemnify Indemnitee for any amounts paid in settlement provides for a full and final release of all claims asserted against Indemnitee. any Proceeding effected without the Corporation's prior written consent. View More
