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 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, Expenses 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. event(s) and/or transaction(s). The Company shall not enter into will to the fullest extent permissible under applicable law 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.
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Contribution.
To the fullest extent permissible under applicable law, if (a) Whether or not the indemnification provided
for in
Section 2 of this Agreement is
unavailable to Indemnitee, available, in respect of any Proceeding in which the
Company, Company is jointly liable with the Indemnitee (or would be if joined in
lieu the Proceeding that is the basis for the Proceeding), the Company shall pay, in the first instance, the entire amount of
indemnifying Indemnitee, shall contribute to the amounts incurred by... Indemnitee, whether for Expenses, judgments, fines any judgment 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 enter into any settlement of any action, suit or proceeding Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such action, suit or proceeding) the Proceeding that is the basis for the Proceeding) unless such settlement provides for a full and final release of all claims asserted against the Indemnitee, which release shall be in form and substance reasonably satisfactory to the Indemnitee. (b) Without diminishing or impairing the obligations of the Company set forth in Section 19(a), if, for any reason, the Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement relating to any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in proportion to the relative 11 benefits received by the Company and all officers, directors or employees of the Company 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 applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and the 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 applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company 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. (c) The Company hereby agrees to fully indemnify and hold the Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company other than the Indemnitee who may be jointly liable with the Indemnitee.
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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 for any reason whatsoever other than the reasons set forth in Section 10 hereof, the Company, in lieu of indemnifying Indemnitee, shall contribute to the
amounts amount of Losses incurred by
Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, Indemnitee in connection with any
claim Claim relating to an
i...ndemnifiable event Indemnifiable Event under this 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 and Indemnitee 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, directors officers, 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 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
and/or advancement of Expenses provided for in this
Agreement Deed is unavailable to
Indemnitee, Indemnitee for any reason 9 whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the
amounts amount incurred by Indemnitee, whether for Expenses, judgments,
fines or fines, liabilities, losses, damages, excise taxes and/or amounts paid or to be paid in settlement, in connection with any claim re
...lating to an indemnifiable event under this Agreement, Deed, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) reflect: (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) and/or (b) the relative fault of Indemnitee and the Company (and its other directors, secretaries, officers, executives, 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.
(a) 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. (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, in lieu of indemnifying Indemnitee, shall 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 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).
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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 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 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 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 (a) Whether or not the indemnification provided
for in
Section 2 of this Agreement is
unavailable to Indemnitee, available, in respect of any Proceeding in which the
Company, Company is jointly liable with the Indemnitee (or would be if joined in
lieu the Proceeding that is the basis for the Proceeding), the Company shall pay, in the first instance, the entire amount of
indemnifying Indemnitee, shall contribute to the amounts incurred by... Indemnitee, whether for Expenses, judgments, fines any judgment 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 Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such action, suit or proceeding) the Proceeding that is the basis for the Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee, which release shall be in form and substance reasonably satisfactory to the Indemnitee. (b) Without diminishing or impairing the obligations of the Company set forth in Section 19(a), if, for any reason, the Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement relating to any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company other than the Indemnitee who are jointly liable with the 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 applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and the 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 applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company 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. 16 (c) The Company hereby agrees to fully indemnify and hold the 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 the Indemnitee.
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Contribution.
To (a)Whether or not the indemnification provided in Section 2 is available, in respect of any Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such Claim), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Claim without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into ...any settlement of any Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such Claim) unless such settlement (i) provides for a full and final release of all claims asserted against 5 Indemnitee and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of the Indemnitee. (b)Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such Claim), the Company shall contribute to the amount of Losses 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 Claim), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Claim 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 Claim), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Losses, as well as any other equitable considerations which 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 Claim), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive. (c)The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. (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, 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 Claim relating to an indemnifiable event Indemnifiable Event under this 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 and Indemnitee 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) 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 in the event the Companies are obligated to indemnify Indemnitee under this Agreement and the indemnification provided for
in this Agreement herein is unavailable to
Indemnitee, Indemnitee for any reason whatsoever, the
Company, Companies, 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 i
...n 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 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 respective 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
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
or 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 in
set...tlement, settlement and/or for Expenses, in connection with any claim relating Proceeding without requiring Indemnitee 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 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 at any time against Indemnitee. The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. If, for any reason, Indemnitee shall not enter into elect or be required by applicable law or court order to pay all or any settlement portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless proceeding), the Company shall contribute such amount of Expenses, judgments, fines and amounts paid in settlement provides for a full that is actually and final release reasonably incurred and paid or payable by Indemnitee and that is proportionate to the relative benefits from the transaction or events from which such action, suit or proceeding arose received by (a) the Company and all officers, directors or employees of all claims asserted the Company (excluding Indemnitee), who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and (b) Indemnitee, on the other hand. 9 14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee. Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, by law, or otherwise) of the amounts otherwise indemnifiable hereunder.
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