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. (a) Regardless of whether the indemnification provided in Sections 1 and 2 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 of any judgment or settlement of such 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, without prior written consent of Indemnitee, 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 solely involves the payment of money and includes a full, unconditional and final release of all claims that are or were asserted against Indemnitee in such Proceeding. In addition, the Company will not, without prior written consent of Indemnitee, seek or agree to a bar order that extinguishes Indemnitee's rights to indemnification or advancement of Expenses, whether under this Agreement or otherwise. (b) Without diminishing or impairing the obligations of the Company set forth in Section 3(a), if, for any reason, Indemnitee elects or is required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company will contribute to the amount of Expenses and Losses actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received from the transaction that gave rise to such Proceeding by (i) 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 Proceeding), on the one hand; and (ii) Indemnitee, on the other hand; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to 3 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 Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Losses, as well as any other equitable considerations that 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 Proceeding), on the one hand, and Indemnitee, on the other hand, 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, and the degree to which their conduct is active or passive. (c) The Company hereby agrees to fully indemnify, defend, and hold harmless Indemnitee from any claims of contribution that may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. (d) To the fullest extent permissible under applicable permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), 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 amount incurred by Indemnitee, whether for Expenses, judgments, fines or Losses (including amounts paid or to be paid in settlement, settlement) 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 and Indemnitee as a result of the events and transactions event(s) or transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, and agents) agents, other than Indemnitee) and Indemnitee in connection with such events and transactions. The Company shall not enter into any settlement of any action, suit event(s) 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. transaction(s). View More
Contribution. To the fullest extent permissible under applicable law, 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 amount incurred by Indemnitee, 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 even...t under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (i) 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 proceeding; and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) Indemnitee 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, 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 amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlement, settlement and/or for reasonably incurred Expenses, in connection with any claim relating to a...n 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 event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) 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 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, 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 amount incurred by Indemnitee, 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 even...t under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (i) 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 proceeding; and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) Indemnitee 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, 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 amount incurred by Indemnitee, 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 even...t 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 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 (and its other directors, officers, employees and agents) and Indemnitee 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, 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 amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlement, settlement or for Expenses, in connection with any claim relating to an indemnifiable event un...der 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) (a) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) or transaction(s) giving rise cause to such Proceeding; and (ii) (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 shall not enter into any settlement of any action, suit event(s) 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. transaction(s). View More
Contribution. (a) Whether or not the indemnification provided in Section 3 is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company will, unless indemnification would not be available as a result of Section 10, pay, in the first instance, the entire amount of any judgment or settlement of such 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. Without limiting the generality of Section 11, the Company will 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) without the Indemnitee's prior written consent, unless such settlement provides for a full and final release of all claims asserted against Indemnitee, and the Indemnitee will not enter into any settlement of any Proceeding in which the Indemnitee is jointly liable with Company (or would be if joined in such Proceeding) without the Company's prior written consent. (b) Without diminishing or impairing the obligations of the Company set forth in Section 3 or this Section 4, if, for any reason, Indemnitee will elect or be required to pay all or 5 any portion of any judgment or settlement in 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 will contribute to the amount of 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 Proceeding), on the one hand, and Indemnitee, 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 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 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 Proceeding), on the one hand, and Indemnitee, on the other hand, 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 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. (d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, Indemnitee for any reason whatsoever other than the reasons set forth in Section 10, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlement, settlement and/or for Expenses and Other Liabilities, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding thereof in order to reflect (i) 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 and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, directors (other than Indemnitee) officers, employees and agents) and Indemnitee 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, 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 amount incurred by Indemnitee, whether for Liabilities or 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 circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) 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. transaction(s). View More
Contribution. To the fullest extent permissible under applicable law, 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 amount incurred by Indemnitee, 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 even...t 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 event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) 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 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, 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 amount incurred by Indemnitee, 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 even...t 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 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 (and its other directors, officers, employees and agents) and Indemnitee 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
