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.
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Contribution.
To the fullest extent permissible under applicable law, if (a) Whether or not the indemnification provided
for hereunder is available, 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 r...easonable 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 pay the entire amount of any Expenses, judgments, penalties, fines or proceeding) amounts paid or to be paid in settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Corporation shall not enter into any settlement of any Proceeding in which the Corporation 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 without any injunction or other equitable relief being imposed against Indemnitee. 5 (b) Without diminishing or impairing the obligations of the Corporation 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 Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses, judgments, penalties, 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 Corporation and all officers, directors or employees of the Corporation, 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 Corporation and all officers, directors or employees of the Corporation 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, penalties, fines or settlement amounts, as well as any other equitable considerations which the Delaware General Corporation Law may require to be considered. The relative fault of the Corporation and all officers, directors or employees of the Corporation, 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 Corporation hereby agrees to indemnify and hold harmless Indemnitee from any claims of contribution which may be brought by officers, directors or employees of the Corporation, other than Indemnitee, who may be jointly liable with Indemnitee.
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Contribution.
To the fullest extent permissible under applicable law, if (a) Whether or not the indemnification provided
for hereunder is available, 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 r...easonable 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 pay the entire amount of any Expenses, judgments, penalties, fines or proceeding) amounts paid or to be paid in settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Corporation shall not enter into any settlement of any Proceeding in which the Corporation 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 without any injunction or other equitable relief being imposed against Indemnitee. (b) Without diminishing or impairing the obligations of the Corporation 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 Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses, judgments, penalties, 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 Corporation and all officers, directors or employees of the Corporation, 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 Corporation and all officers, directors or employees of the Corporation 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, penalties, fines or settlement amounts, as well as any other equitable considerations which the Florida Business Corporation Act may require to be considered. The relative fault of the Corporation and all officers, directors or employees of the Corporation, 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 Corporation hereby agrees to indemnify and hold harmless Indemnitee from any claims of contribution which may be brought by officers, directors or employees of the Corporation, other than Indemnitee, who may be jointly liable with Indemnitee.
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Contribution. To the fullest extent permissible under applicable
law, if law in effect on the date hereof or as may be amended to increase the scope of permitted or required indemnification, whether or not the indemnification provided for in this Agreement is
unavailable available to
Indemnitee, Indemnitee for any reason whatsoever, the
Company, in lieu Company shall pay all or a portion of
indemnifying Indemnitee, shall contribute to the
amounts amount that would otherwise be incurred by
Indemnitee, whether ...Indemnitee for Expenses, judgments, fines or amounts paid or to be paid in settlement, Indemnifiable Losses in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion Indemnifiable Event, 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 event(s) and/or transaction(s). Notwithstanding the foregoing, such contribution shall not enter into any settlement be required where it is determined, pursuant to a final disposition of any action, suit such Proceeding or proceeding Indemnifiable Loss in which accordance with Section 4 of this Agreement, 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 Proceeding or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. Indemnifiable Loss.
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Contribution.
To the fullest extent permissible under applicable law, if (a) Whether or not the indemnification provided
for hereunder is available, 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 r...easonable 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 pay the entire amount of any Expenses, judgments, penalties, fines or proceeding) amounts paid or to be paid in settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Corporation shall not enter into any settlement of any Proceeding in which the Corporation 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 without any injunction or other equitable relief being imposed against Indemnitee. 5 (b) Without diminishing or impairing the obligations of the Corporation 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 Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses, judgments, penalties, 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 Corporation and all officers, directors or employees of the Corporation, 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 Corporation and all officers, directors or employees of the Corporation 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, penalties, fines or settlement amounts, as well as any other equitable considerations which the Delaware General Corporation Law may require to be considered. The relative fault of the Corporation and all officers, directors or employees of the Corporation, 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 Corporation hereby agrees to indemnify and hold harmless Indemnitee from any claims of contribution which may be brought by officers, directors or employees of the Corporation, other than Indemnitee, who may be jointly liable with Indemnitee.
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Contribution.
To the fullest extent permissible under applicable law, if (a) Whether or not the indemnification provided
for in
this Agreement Section 2 is
unavailable to Indemnitee, available, in respect of any Proceeding in which the
Company, Company or any other Enterprise is jointly liable with the Indemnitee (or would be if joined in
lieu such Proceeding), the Company shall pay the entire amount of
indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for any Expenses,
...judgments, penalties, 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 settlement of such Proceeding in order without requiring the Indemnitee to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise contribute to such Proceeding; and (ii) the relative fault of Indemnitee payment and the Company (and its other directors, officers, employees hereby waives and agents) in connection with such events and transactions. relinquishes any right of contribution it may have against the Indemnitee. The Company shall not and shall ensure that any other Enterprise controlled by it shall not enter into any settlement of any action, suit or proceeding Proceeding in which the Company or any other Enterprise is jointly liable with the 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 the Indemnitee without any injunction or other equitable relief being imposed against the Indemnitee. (b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, the Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company or any other Enterprise is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in proportion to the relative benefits received by the Company or any other Enterprise and all officers, directors or employees of the Company or any other Enterprise, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding), on the one hand, and the 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 or any other Enterprise other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, in connection with the events that resulted in such Expenses, judgments, penalties, fines or settlement amounts, as well as any other equitable considerations which the DGCL may require to be considered. The relative fault of the Company or any other Enterprise and all officers, directors or employees of the Company or any other Enterprise, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding), on the one hand, and the 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. -3- (c) The Company hereby agrees to indemnify and hold harmless the Indemnitee from any claims of contribution which may be brought by officers, directors or employees of the Company or any other Enterprise, other than the Indemnitee, who may be jointly liable with the Indemnitee.
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Contribution.
13.1 Whether or not the indemnification provided in Section 4 hereof 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 shall pay, in the first instance and to the fullest extent permitted by applicable law, the entire amount of any Expenses and Liabilities without requiring Indemnitee to contribute to such payment and the Company hereby waives and, to the fullest extent permitted by applicable... law, relinquishes any right of contribution it may have against Indemnitee with respect to such Expenses and Liabilities. 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. 13.2 Without diminishing or impairing the obligations of the Company set forth in Section 13.1, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Expenses or Liabilities in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and Liabilities actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all Agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in -10- such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction(s) 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 Agents 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 Liabilities, as well as any other equitable considerations that may be required to be considered under applicable law. The relative fault of the Company and all Agents 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, 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. 13.3 The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by Agents of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. 13.4 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 as set forth in Section 9, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts Expenses and Liabilities incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, Indemnitee 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 all Agents of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its Company, 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 than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction(s) 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 Agents 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 Liabilities, as well as any other equitable considerations which may be required to be considered under applicable law. The relative fault of the Company and all Agents 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, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or proceeding) unless such settlement provides for a full advantage, the degree to which their liability is primary or secondary and final release of all claims asserted against Indemnitee. the degree to which their conduct is active or passive.
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Contribution.
13.1 Whether or not the indemnification provided in Section 4 hereof 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 shall pay, in the first instance and to the fullest extent permitted by applicable law, the entire amount of any Expenses and Liabilities without requiring Indemnitee to contribute to such payment and the Company hereby waives and, to the fullest extent permitted by applicable... law, relinquishes any right of contribution it may have against Indemnitee with respect to such Expenses and Liabilities. 13.2 Without diminishing or impairing the obligations of the Company set forth in Section 13.1, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Expenses or Liabilities in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and Liabilities actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all Agents 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(s) 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 Agents 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 Liabilities, as well as any other equitable considerations that may be required to be considered under applicable law. 13.3 The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by Agents of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. 13.4 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 as set forth in Section 10, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts Expenses and Liabilities incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, Indemnitee 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 all Agents of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its Company, 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 than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction(s) from which such settlement provides for a full 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 final release all Agents of all claims asserted against Indemnitee. 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 Liabilities, as well as any other equitable considerations which may be required to be considered under applicable law.
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Contribution.
(a) To the fullest extent permissible under applicable law, if the indemnification
and hold harmless rights provided for in this Agreement
is are unavailable to
Indemnitee, Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying
and holding harmless Indemnitee, shall
contribute to pay, in the
amounts first instance, the entire amount incurred by Indemnitee, whether for
Expenses, judgments,
fines or liabilities, fines, penalties, amounts paid or to be paid i
...n settlement, settlement and/or for Expenses, in connection with any claim relating Proceeding without requiring Indemnitee to an indemnifiable contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) In the event under the preceding sentence is not enforced for any reason, if the indemnification and hold harmless rights provided for in this Agreement, 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 contribute to the amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding, 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 in connection with the events and transactions event(s) and/or transaction(s) giving rise 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 event(s) and/or transactions. (c) The Company shall not enter into hereby agrees to fully indemnify Indemnitee and hold Indemnitee harmless from any settlement claims for contribution which may be brought by officers, directors or employees of any action, suit or proceeding in which the Company is 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.
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Contribution.
(a) The Companies hereby agree to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of any the Companies, other than Indemnitee, who may be jointly liable with Indemnitee. (b) 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, Companies, in lieu of indemnifying Indemnitee, sh
...all contribute to the amounts amount incurred by Indemnitee, whether for Expenses, all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, settlement), 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 in order to reflect (i) the relative benefits received by the Company Companies 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 Companies (and its other their 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).
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Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee, Indemnitee with respect to any Proceeding, or any claim, issue, or matter in a Proceeding, and the Company is jointly liable with Indemnitee for such Proceeding, claim, issue, or matter, the Company, in lieu of indemnifying Indemnitee, shall contribute to the
amounts amount incurred by
Indemnitee, whether Indemnitee (whether for
Expenses, judgments,
fines or...settlement, settlement and for reasonably incurred Expenses in connection with any claim relating to an indemnifiable event under this Agreement, such claim), in such proportion as is deemed fair and reasonable in light of all of the circumstances circumstances. The following factors shall be considered when determining the amount of such Proceeding in order to reflect contribution: (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; Proceeding, claim, issue or matter, 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 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).
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