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Contribution Clause Example with 19 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. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Co...mpany, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Underwriting Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased and sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and not joint.
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Found in
Viacom contract
Variations of a "Contribution" Clause from Business Contracts
Contribution. If In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 hereof of this Agreement is for any reason held to be unavailable to from the indemnifying party, or is insufficient to hold harmless an a party indemnified party in respect under Section 6 of any losses, liabilities, claims, damages or expenses referred to therein, then this Agreement, each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims..., damages and expenses incurred paid or payable by such indemnified party, party as incurred, a result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Issuers and Guarantors, on the one hand, and the Underwriters, Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Underwriting Agreement or (ii) if the such allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Issuers and Guarantors, on the one hand, and of the Underwriters, Initial Purchasers, on the other hand, in connection with the statements or omissions which that resulted in such losses, liabilities, claims, damages or expenses, Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, Issuers and Guarantors, on the one hand, and the Underwriters, Initial Purchasers, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement shall be deemed to be in the same respective proportions proportion as (x) the total net proceeds from the offering of such Securities (before (net of discounts and commissions but before deducting expenses) received by the Company bear Issuers and Guarantors are to (y) the total underwriting discounts discount and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. Initial Purchasers. The relative fault of the Company, Issuers and Guarantors, on the one hand, and the Underwriters, Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by an Issuer or the Company or by the Underwriters Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission. 19 The Company Issuers and Guarantors and the Underwriters Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take into account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. above. Notwithstanding the provisions of this Section 7, (i) in no Underwriter case shall any Initial Purchaser be required to contribute any amount in excess of the amount by which the total price at which discount and commissions applicable to the Securities purchased and sold by it hereunder such Initial Purchaser pursuant to this Agreement exceeds the amount of any damages which that such Underwriter Initial Purchaser has otherwise been required to pay by reason of such any untrue or alleged untrue statement or omission or alleged omission. 14 No omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 20(a) of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as the Company. Initial Purchasers, and each person, if any, who controls an Issuer or a Guarantor within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each director, officer, employee and agent of an Issuer or a Guarantor shall have the same rights to contribution as the Issuers and Guarantors. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made against another party or parties under this Section 7, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise, but the failure so to notify the contributing party will not relieve it from liability under this Section 7 unless and to the extent it has been prejudiced in any material respect by such failure; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 6 for purposes of indemnification. Anything in this section to the contrary notwithstanding, no party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. The Underwriters' respective contribution obligations to contribute pursuant to of the Initial Purchasers under this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, purchase obligations with respect to the Securities and not joint.
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Found in
HOLLY ENERGY PARTNERS LP contract
Contribution. If In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 hereof of this Agreement is for any reason held to be unavailable to from the indemnifying party, or is insufficient to hold harmless an a party indemnified party in respect under Section 6 of any losses, liabilities, claims, damages or expenses referred to therein, then this Agreement, each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims..., damages and expenses incurred paid or payable by such indemnified party, party as incurred, a result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Issuers, on the one hand, and the Underwriters, Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Underwriting Agreement or (ii) if the such allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Issuers, on the one hand, and of the Underwriters, Initial Purchasers, on the other hand, in connection with the statements or omissions which that resulted in such losses, liabilities, claims, damages or expenses, Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, Issuers, on the one hand, and the Underwriters, Initial Purchasers, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement shall be deemed to be in the same respective proportions proportion as (x) the total net proceeds from the offering of such Securities (before (net of discounts and commissions but before deducting expenses) received by the Company bear Issuers are to (y) the total underwriting discounts discount and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. Initial Purchasers. The relative fault of the Company, Issuers, on the one hand, and the Underwriters, Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by an Issuer or the Company or by the Underwriters Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission. The Company Issuers and the Underwriters Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take into account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. above. Notwithstanding the provisions of this Section 7, (i) in no Underwriter case shall any Initial Purchaser be required to contribute any amount in excess of the amount by which the total price at which discount and commissions applicable to the Securities purchased and sold by it hereunder such Initial Purchaser pursuant to this Agreement exceeds the amount of any damages which that such Underwriter Initial Purchaser has otherwise been required to pay by reason of such any untrue or alleged untrue statement or omission or alleged omission. 14 No omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 20(a) of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations Initial Purchasers, and each person, if any, who controls an Issuer within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each director, officer, employee and agent of an Issuer shall have the same rights to contribute pursuant contribution as the Issuers. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made against another party or parties under this Section 7, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 are several in proportion or otherwise, except to the principal amount extent that it has been prejudiced in any material respect by such failure; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 6 for purposes of Securities set forth opposite their respective names indemnification. Anything in Schedule 1 hereto, and this section to the contrary notwithstanding, no party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not joint. unreasonably withheld.
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Found in
HERCULES OFFSHORE, INC. contract
Contribution. (a) If the indemnification provided for in Section 6 hereof 7 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred paid or payable by such indemnified party, as incurred, as a result of any losses, c...laims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Partnership and the General Partner, on the one hand, and the Underwriters, Selling Agent, on the other hand, from the offering of the Securities pursuant to this Underwriting Agreement Units or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Partnership and the General Partner, on the one hand, and of the Underwriters, Selling Agent, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, Partnership and the General Partner, on the one hand, and the Underwriters, Selling Agent, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement Units shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities the Units (before deducting expenses) received by the Company bear to Partnership, and the total underwriting discounts fees and sales commissions received paid by the Underwriters, Partnership, in each case as set forth in the table on Prospectus bear to the cover page aggregate initial public offering price of the Prospectus. Units. The relative fault of the Company, Partnership and the General Partner, on the one hand, and the Underwriters, Selling Agent, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by Partnership and the Underwriters General Partner, on the one hand, and the Selling Agent, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (b) The Company amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 7(c) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 8; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 7(c) for purposes of indemnification. (c) The Partnership, the General Partner and the Underwriters Selling Agent agree that it would not be just and equitable if contribution pursuant to this Section 7 8 were determined by pro rata allocation or by any other method of allocation (even if the Underwriters Selling Agent were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 8. Notwithstanding the provisions of this Section 7, no Underwriter 8, the Selling Agent shall not be required to contribute any amount in excess of the amount Underwriting Fees received by which the total price at which Selling Agent in connection with the Securities purchased and sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 aggregate Units sold. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and not joint.
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Contribution. (a) If Indemnification is Unavailable. If the indemnification provided for in Section 6 hereof 8 is for any reason unavailable to or insufficient to hold harmless an indemnified party Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, Indemnified Party, as incurred, incurred: (i) ...in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, Company and the Underwriters, on the other hand, Placement Agent, respectively, from the offering of proceeds received in the Securities Offering pursuant to this Underwriting Agreement Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on Company and the one hand, and of the Underwriters, on the other hand, Placement Agent, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. consideration. (b) Relative Benefits. The relative benefits received by the Company, on the one hand, Company and the Underwriters, on the other hand, Placement Agent, respectively, in connection with the offering of proceeds received in the Securities under Offering pursuant to this Underwriting Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering of such Securities Offering pursuant to this Agreement (before deducting expenses) expenses), received by the Company bear to Company, and the total underwriting discounts and selling commissions received by the Underwriters, Placement Agent in each case as set forth in the table on the cover page of the Prospectus. PPM bear to the aggregate offering price of the Shares sold in the Offering as set forth on such cover. (c) Relative Fault. The relative fault of the Company, on the one hand, Company and the Underwriters, on the other hand, Placement Agent, respectively, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates related to information supplied by the Company or Company, by the Underwriters Placement Agent, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (d) Pro Rata is Unreasonable. The Company and the Underwriters Placement Agent agree that it would not be just and equitable if contribution pursuant to this Section 7 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations contributions referred to above in this Section. Section 9. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party Indemnified Party and referred to above in this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party Indemnified Party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. (e) Limits. Notwithstanding the provisions of this Section 7, no Underwriter 9, the Placement Agent shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased and Shares sold in the Offering by it hereunder them exceeds the amount of any damages which such Underwriter the Placement Agent has otherwise been required to pay by reason of such any untrue or alleged untrue statement or omission or alleged omission. 14 (f) Fraudulent Misrepresentation. No person party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Securities Act) shall be entitled to contribution from any person party who was not guilty of such fraudulent misrepresentation. (g) Benefits of Contribution. For the purposes of this Section 7, 9, the Placement Agent's officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls an Underwriter the Placement Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as such Underwriter, of the Placement Agent, and each director of the officers, directors, employees, members, partners, agents and representatives of the Company, each officer of the Company who signed the Registration Statement, PPM and each person, if any, who controls the Company Company, within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as of the Company. The Underwriters' respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and not joint.
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Found in
Parking REIT, Inc. contract
Contribution. If In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 7 hereof is for any reason held to be unavailable to from any indemnifying party or is insufficient to hold harmless an a party indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party thereunder, the Issuers and the Underwriters shall contribute to the aggregate amount of such losses, liabilities, claims, da...mages damages, liabilities and expenses incurred of the nature contemplated by such indemnified party, indemnification provision (including any reasonable investigation, legal and other expenses incurred in connection with, and, subject to the last sentence of this Section 8, any amount paid settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Issuers any contribution received by the Issuers from persons, other than the Underwriters, who may also be liable for contribution, including persons who control any of the Issuers within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) as incurred, (i) incurred to which the Issuers and the Underwriters may be subject, in such proportion proportions as is appropriate to reflect the relative benefits received by the Company, on the one hand, Issuers and the Underwriters, on the other hand, Underwriters from the offering of the Securities pursuant to this Underwriting Agreement or (ii) or, if the such allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on Issuers and the one hand, and of the Underwriters, on the other hand, Underwriters in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, Issuers and the Underwriters, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement Underwriters shall be deemed to be in the same respective proportions proportion as (x) the total net proceeds from the offering (net of such Securities (before discounts and commissions but before deducting expenses) received by the Company bear to and (y) the total underwriting discounts and commissions received by the Underwriters, respectively, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on Issuers and of the one hand, and the Underwriters, on the other hand, Underwriters shall be determined by reference to, among other things, whether any such the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Issuers or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. omission or 24 any violation of the nature referred to in Section 7(a). The Company Issuers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. above. Notwithstanding the provisions of this Section 7, 8, (a) in no Underwriter case shall the Underwriters be liable or responsible for any amount in excess of the discount applicable to the Securities purchased by the Underwriters hereunder, and (b) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 8 and the preceding sentence, the Underwriters shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased and sold by it hereunder and resold exceeds the amount of any damages which such Underwriter that it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, 8, each person, if any, who controls an Underwriter the Underwriters within the meaning of Section 15 of the 1933 Securities Act or Section 20 20(a) of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations Underwriters, and each person, if any, who controls any of the Issuers within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, shall have the same rights to contribute pursuant contribution as the Issuers, subject in each case to clauses (a) and (b) of this Section 7 are several 8. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in proportion respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and party or parties from whom contribution may be sought from any obligation it or they may have under this Section 8 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such consent was not joint. unreasonably withheld.
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Found in
General Dynamics contract
Contribution. If the indemnification provided for in Section 6 hereof 8 is for any reason unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages,... liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Issuers and the Guarantors, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Underwriting Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Issuers and the -29- Guarantors, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, Issuers and the Guarantors, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities under pursuant to this Underwriting Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such the Securities pursuant to this Agreement (before deducting expenses) received by the Company bear to Issuers and the Guarantors, and the total underwriting discounts and commissions discount received by the Underwriters, in each case as set forth in the table on the front cover page of the Prospectus. Prospectus bear to the aggregate initial public offering price of the Securities as set forth on such cover. The relative fault of the Company, Issuers and the Guarantors, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company Issuers and the Guarantors, on the one hand, or by the Underwriters Underwriters, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c), any legal or other fees or disbursements reasonably incurred by such party in connection with investigating or defending any action or claim. The Issuers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 9. Notwithstanding the provisions of this Section 7, 9, no Underwriter shall be required to contribute any amount in excess of the amount underwriting discount received by which the total price at which such Underwriter in connection with the Securities purchased and sold underwritten by it hereunder exceeds and distributed to the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A. For purposes of this Section 7, 9, each affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, Issuers or a Guarantor, each officer of the Company Issuers or a Guarantor who signed the Registration Statement, Statement and each person, if any, who controls the Company Issuers or a Guarantor within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this Section 7 are several in proportion to Issuers and the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and not joint. Guarantors.
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Regency Energy Partners LP contract
Contribution. If In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 6 hereof 5(a) or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified party in respect of to any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses (in...cluding any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution received by any person entitled hereunder to contribution from any person who may be liable for contribution) incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Company on the one hand, hand and the Underwriters, Underwriters on the other hand, hand from the offering of the Securities Shares pursuant to this Underwriting Agreement or (ii) or, if the such allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Company on the one hand, hand and of the Underwriters, Underwriters on the other hand, hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, 6, no Underwriter shall be required to contribute any amount in excess of the amount underwriting discounts and commissions applicable to the Shares purchased by which the total price at which the Securities purchased and sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the 22 Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, shall have the same rights to contribution as the Company. The Underwriters' respective obligations Any party entitled to contribute pursuant to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 7 are several in proportion 7, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and not joint. party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this Section 6. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written consent.
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Turtle Beach Corp contract
Contribution. If In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 6 hereof 5(a) or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified party in respect of to any losses, liabilities, claims, damages or expenses referred to therein, herein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expe...nses (including any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution received by any person entitled hereunder to contribution from any person who may be liable for contribution) incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Company on the one hand, hand and the Underwriters, Underwriters on the other hand, hand from the offering of the Securities Shares pursuant to this Underwriting Agreement or (ii) or, if the such allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Company on the one hand, hand and of the Underwriters, Underwriters on the other hand, hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, 6, no Underwriter (except as may be provided in the Agreement Among Underwriters) shall be required to contribute any amount in excess of the amount underwriting discounts and commissions applicable to the Shares purchased by which the total price at which the Securities purchased and sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company, each officer of the 26 Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 6, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this Section 6. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written consent. The Underwriters' respective Underwriter's obligations to contribute pursuant to this Section 7 6 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, underwriting commitments and not joint.
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ASURE SOFTWARE INC contract
Contribution. If In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 6 hereof 5(a) or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified party in respect of to any losses, liabilities, claims, damages or expenses referred to therein, then each the indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses... (including any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any 23 claims asserted, but after deducting any contribution received by any person entitled hereunder to contribution from any person who may be liable for contribution) incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Company on the one hand, hand and the Underwriters, Underwriters on the other hand, hand from the offering of the Securities Shares pursuant to this Underwriting Agreement or (ii) or, if the such allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Company on the one hand, hand and of the Underwriters, Underwriters on the other hand, hand in connection with the statements or omissions which that resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take account of the equitable considerations referred to above in this Section. above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, 6, no Underwriter shall be required to contribute any amount in excess of the amount underwriting discounts and commissions applicable to the Shares purchased by which the total price at which the Securities purchased and sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 6, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this Section 6. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written consent. The Underwriters' respective obligations to contribute pursuant to this Section 7 6 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, underwriting commitments and not joint.
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Contribution. If In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 6 hereof 5(a) or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified party in respect of to any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses (in...cluding any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution received by any person entitled hereunder to contribution from any person who may be liable for contribution) incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Company on the one hand, hand and the Underwriters, Underwriters on the other hand, hand from the offering of the Securities Shares pursuant to this Underwriting Agreement or (ii) or, if the such allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Company on the one hand, hand and of the Underwriters, Underwriters on the other hand, hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities under this Underwriting Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, 6, no Underwriter (except as may be provided in the Agreement Among Underwriters) shall be required to contribute any amount in excess of the amount underwriting discounts and commissions applicable to the Shares purchased by which the total price at which the Securities purchased and sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 14 Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 24 Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 6, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this Section 6. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written consent. The Underwriters' respective Underwriter's obligations to contribute pursuant to this Section 7 6 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, underwriting commitments and not joint.
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Enphase Energy, Inc. contract
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