Contribution Clause Example with 19 Variations from Business Contracts

Contribution. If the indemnification provided for in Section 6 hereof 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages under Section 9(a) or expenses referred to therein, (b), then each indemnifying party shall shall, in lieu of indemnifying such indemnified party, 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 loss, claim, damage or liability (i) in such proportion as is shall be appropriate to reflect the relative benefits received by the Company, Representing Parties on the one hand, hand and the Underwriters, Underwriters on the other hand, from the offering of the Securities pursuant to this Underwriting Agreement Notes 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, Representing Parties on the one hand, hand and of the Underwriters, Underwriters on the other hand, in connection with respect to the statements or omissions which resulted in such losses, liabilities, claims, damages loss, claim, damage or expenses, liability, as well as any other relevant equitable considerations. The relative benefits received by the Company, Representing Parties on the one hand, hand and the Underwriters, Underwriters on the other hand, in connection with the respect to such offering of the Securities under 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 the Notes purchased under this Agreement (before deducting expenses) received by the Company Representing Parties bear to the total underwriting discounts and commissions received by the Underwriters, Underwriters with respect to the Notes purchased under this Agreement, 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 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 Representing Parties on the one hand or by the Underwriters on the other, the intent of the parties and the parties' their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company Representing Parties and the Underwriters agree that it would not be just and equitable if contribution contributions pursuant to this Section 7 10 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of A/75910535.723 allocation which does not take into account of the equitable considerations referred to above in this Section. herein. The aggregate amount of losses, liabilities, claims, damages and expenses incurred paid or payable by an indemnified party and as a result of the loss, claim, damage or liability referred to above in this Section 10 shall be deemed to include include, subject to the limitations on the fees and expenses of separate counsel set forth in Section 9, for purposes of this Section 10, any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing connection with investigating or defending against any litigation, such claim 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. action in respect thereof. Notwithstanding the provisions of this Section 7, 10, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased underwriting discounts and sold commissions received by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required paid or become liable to pay by reason of such any 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of The Underwriters' obligations to indemnify as provided in Section 9 and contribute as provided in 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 10 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, underwriting obligations and not joint. View More

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 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 by which the total price at which underwriting discounts and commissions applicable to 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 28 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 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. View More

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 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 by which the total price at which underwriting discounts and commissions applicable to 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 28 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 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 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. View More

Contribution. (a) If the indemnification provided for in Section 6 8 hereof is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in 25 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, Company 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, Company and the Guarantors, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein 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, Company 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 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, Company 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 or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company 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. omission or inaccuracy. 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 hereof, 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 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 hereof for purposes of indemnification. The Company, the Guarantors 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 commissions 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) 11 of the 1933 Securities Act) shall be entitled to contribution from any person who was not guilty of such 26 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 and employee 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 and the 1934 Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, Company or a Guarantor, each officer of the Company or any Guarantor who signed the Registration Statement, Statement and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and 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 Company and the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and not joint. Guarantors. View More

Contribution. If the indemnification provided for in Section 6 hereof 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages under Section 9(a) or expenses referred to therein, (b), then each indemnifying party shall shall, in lieu of indemnifying such indemnified party, 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 loss, claim, damage or liability (i) in such proportion as is shall be appropriate to reflect the relative benefits received by the Company, Representing Parties on the one hand, hand and the Underwriters, Underwriters on the other hand, from the offering of the Securities pursuant to this Underwriting Agreement Notes 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, Representing Parties on the one hand, hand and of the Underwriters, Underwriters on the other hand, in connection with respect to the statements or omissions which resulted in such losses, liabilities, claims, damages loss, claim, damage or expenses, liability, as well as any other relevant equitable considerations. The relative benefits received by the Company, Representing Parties on the one hand, hand and the Underwriters, Underwriters on the other hand, in connection 23 with the respect to such offering of the Securities under 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 the Notes purchased under this Agreement (before deducting expenses) received by the Company Representing Parties bear to the total underwriting discounts and commissions received by the Underwriters, Underwriters with respect to the Notes purchased under this Agreement, 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 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 Representing Parties on the one hand or by the Underwriters on the other, the intent of the parties and the parties' their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company Representing Parties and the Underwriters agree that it would not be just and equitable if contribution contributions pursuant to this Section 7 10 were to be 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 into account of the equitable considerations referred to above in this Section. herein. The aggregate amount of losses, liabilities, claims, damages and expenses incurred paid or payable by an indemnified party and as a result of the loss, claim, damage or liability referred to above in this Section 10 shall be deemed to include include, subject to the limitations on the fees and expenses of separate counsel set forth in Section 9, for purposes of this Section 10, any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing connection with investigating or defending against any litigation, such claim 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. action in respect thereof. Notwithstanding the provisions of this Section 7, 10, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased underwriting discounts and sold commissions received by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required paid or become liable to pay by reason of such any 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of The Underwriters' obligations to indemnify as provided in Section 9 and contribute as provided in 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 10 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, underwriting obligations and not joint. View More

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, 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 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 the one hand, and of the Underwriters, 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, 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 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 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. Underwriters. 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 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 or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission. -20- 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 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 case shall any Underwriter shall 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 Underwriter pursuant to this Agreement exceeds the amount of any damages which that such Underwriter 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 any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 20(a) of the 1934 Act and each director, officer, employee, affiliate and agent of any Underwriter 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, Underwriters, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 20(a) of the 1934 Act and each director, officer, employee and agent of the Company 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 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, except to the 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 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 Underwriters 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. View More

Contribution. If the indemnification provided for in Section 6 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any 24 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 t...he Company, Company and the Guarantor on the one hand, hand and the Underwriters, Underwriters on the other hand, 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, Company and the Guarantor 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, Company and the Guarantor on the one hand, hand and the Underwriters, Underwriters on the other hand, 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 and the Guarantor and the total underwriting discounts and commissions discount received by the Underwriters, in each case as set forth in the table on the 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, Company and the Guarantor on the one hand, hand and the Underwriters, Underwriters on the other hand, 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 and the Guarantor 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 Company, the Guarantor 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. Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 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, 8, 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 underwritten by it hereunder and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 25 For purposes of this Section 7, 8, 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, Company or the Guarantor, each officer of the Company or the Guarantor who signed the Registration Statement, and each person, if any, who controls the Company or the 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. Company or the Guarantor. The Underwriters' respective obligations to contribute pursuant to this Section 7 8 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, A hereto and not joint. View More

Contribution. If the indemnification provided for in Section 6 8 hereof is for any reason held to be unavailable to to, or otherwise insufficient to hold harmless 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 proportion, as is appropriate to reflect the relative benefits received by the Company, 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 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 damages, liabilities 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 pursuant to this Underwriting Agreement shall be deemed to be in the same respective proportions 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 Company, and the total underwriting discounts and commissions discount received by the Underwriters, in each case case, as set forth in the table on the front cover page of the Prospectus bear to the aggregate initial public offering price of the Securities, as set forth on such 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 Company, on the one hand, or by the Underwriters Underwriters, on the other hand, 21 and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The 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 hereof, any reasonable 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 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 hereof for purposes of indemnification. The Company and the Underwriters agree that it would not be just and equitable 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 commissions 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) 10 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 commitments, as set forth opposite their names in Schedule A. For purposes of this Section 7, 9, each director, officer and employee 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 and the 1934 Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer Relevant 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 Securities Act or Section 20 of and 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 the principal amount of Securities set forth opposite their respective names in Schedule 1 hereto, and not joint. View More

Contribution. If the indemnification provided for in Section 6 7 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 ...Company, Company and the Guarantors on the one hand, hand and the Underwriters, Underwriters on the other hand, 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, Company and the Guarantors 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, Company 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 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, Company 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 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 Company, the Guarantors 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, Section, 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, Section, 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 and such Underwriter's Affiliates and selling agents 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 and any of the Guarantors 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. Company and any Guarantor. The Underwriters' respective obligations to contribute pursuant to this Section 7 8 are several in proportion to the aggregate principal amount of Securities Notes set forth opposite their respective names in Schedule 1 hereto, A hereto and not joint. View More