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, 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 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 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 and any and all other directors, officers, employees parties (including Directors and agents) officers of HLS or the Company, other than the Indemnitee) 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, 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 contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines payment of any and all ...Claims or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, Indemnifiable Amounts, 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 to such Proceeding; and Claim or Indemnifiable Amount 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 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 Claim or proceeding Indemnifiable Amount in which accordance with Section 2, 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 Claim or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. Indemnifiable Amount. View More
Contribution. To the fullest extent permissible under applicable law, if (a) If the indemnification provided for in by 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, Section 4 hereof, then in connection with respect to any claim relating to an i...ndemnifiable 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 in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, must pay, in the first instance, the entire amount of Expenses incurred by Indemnitee in connection with any Proceeding without requiring Indemnitee to contribute to such settlement provides for a full 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) The Company hereby agrees to indemnify and hold harmless fully to the extent permissible under applicable law Indemnitee from any claims for contribution that may be brought by officers, directors or employees of the Company (other than Indemnitee) who may be jointly liable with Indemnitee. View More
Contribution. To the fullest extent permissible under applicable permitted by law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, Indemnitee for any reason whatsoever, IHM, 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 c...laim 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) (a) the relative benefits received by the Company IHM and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and (ii) and/or (b) the relative fault of Indemnitee and the Company IHM (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, 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. 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. View More
Contribution. To the fullest extent permissible under applicable law, if 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 and may not be paid to Indemnitee because such indemnification is not permitted by law, then in settlement, in connection with any claim relating to an indemnifiable event under this Agreemen...t, 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 threatened, pending, or proceeding completed Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit Claim), the Company shall contribute, to the full extent permitted by law, to the amount of expenses, judgments, fines, penalties, and amounts paid in settlement (including all interest, assessments, and other charges paid or proceeding) unless payable in connection with or in respect of such settlement provides for a full expenses, judgments, fines, penalties, or amounts paid in settlement) actually incurred and final release paid or payable by Indemnitee in such proportion as is 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 such Claim arose, and (ii) the relative fault of all claims asserted against Indemnitee. the Company on the one hand and Indemnitee on the other in connection with the events which resulted in such 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, judgment, fines, penalties, and amounts paid in settlement. The Company agrees that it would not be just and equitable if contribution pursuant to this paragraph 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, 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 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 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 and agents) and Indemnitee in connection with such events and transactions. event(s) and/or transaction(s); provided that such contribution shall not be required where it is determined, pursuant to a final disposition of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section 8, 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. (a) To the fullest extent permissible under applicable permitted by law, if and in addition to, and without regard to any limitations on, the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu Section 1 and Section 2 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 unde...r this Agreement, Indemnitee shall be entitled to contribution from the Company in such proportion as is deemed fair and reasonable in light of all of the circumstances of such any 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 which Indemnitee and the Company (and its other directors, officers, employees are jointly liable (or would be jointly liable if the Company were named as a party in the Proceeding), and agents) the Company shall pay the entire amount of judgments, penalties, fines, amounts paid in settlement, and Expenses actually and reasonably paid or incurred by or on behalf of Indemnitee in connection with such events the Proceeding, without requiring Indemnitee to contribute to the payment, and transactions. The the Company shall not enter into have no right of contribution against Indemnitee. (b) Without diminishing or impairing the obligations of the Company provided for in Section 3(a) of this Agreement, if, for any settlement reason, Indemnitee shall elect or be required to pay all or any portion of any action, suit judgment, penalty, fine, or proceeding amount paid to settle any Proceeding in which the Company is jointly liable with Indemnitee (or would be jointly liable if joined the Company were named as a party in such action, suit the Proceeding), Indemnitee shall be entitled to contribution from the Company, and the Company shall pay the proportion of the judgment, fine, penalty, or proceeding) unless such settlement provides for amount paid to settle reflecting the relative benefits received by the Company and all directors, officers, employees, and agents of the Company, and others serving the Company in any other capacity, other than Indemnitee, who are jointly liable with Indemnitee (or would be jointly liable if named 3 as a full party or parties in the Proceeding), on the one hand, and final release Indemnitee, on the other hand, from the conduct, transaction, or events from which the Proceeding arose; provided, however, that the proportion determined on the basis of relative benefits 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, employees, and agents of the Company, and others serving the Company in any other capacity, other than Indemnitee, who are jointly liable with Indemnitee (or would be jointly liable if named as a party or parties in the Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the conduct, transaction, or events from which the Proceeding arose, as well as any other equitable considerations applicable law may require or permit to be considered. The relative benefits and relative fault of the Company and all directors, officers, employees, and agents of the Company, and others serving the Company in any other capacity, other than Indemnitee, who are jointly liable with Indemnitee (or would be jointly liable named as a party or parties in the 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 shall indemnify and hold Indemnitee harmless from any claims asserted of contribution brought against Indemnitee by directors, officers, employees, or agents of the Company or others serving the Company in any other capacity who may be jointly liable with Indemnitee. View More
Contribution. (a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any Proceeding in which the Partnership is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Partnership 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 Partnership hereby waives and relinquishes any right of contribution it may have against Indemn...itee. The Partnership shall not enter into any settlement of any Proceeding in which the Partnership 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. (b) Without diminishing or impairing the obligations of the Partnership set forth in Section 3(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Partnership is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Partnership shall 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 Partnership and all officers, directors or employees of the General Partner, other than Indemnitee, 2 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 or events 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 Partnership and all officers, directors or employees of the General Partner 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 transaction or events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Partnership and all officers, directors or employees of the General Partner, 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, 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 Partnership 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 General Partner, 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, the Company, Partnership, 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 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 Partnership 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 Partnership (and its other the directors, officers, employees and agents) agents of the General Partner) 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 permitted by 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 amounts paid or to be paid in settlement, any and all Losses, in connection with any claim relating to an indemnifiable event Indemnifiable Event under thi...s Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Claim in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other hand, as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and Claim; and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) agents), on the one hand, and Indemnitee, on the other hand, in connection with such events and transactions. The Company shall not enter into event(s) and/or transaction(s), with any settlement such determination regarding the contribution amount being made in the same manner as a Standard of any action, suit Conduct Determination as set forth in Section 9(b)(i) 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. (ii), as applicable. View More
