Common use of Availability, Contribution, etc Clause in Contracts

Availability, Contribution, etc. (i) The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement. (iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him or amounts actually and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. (iv) If for any reason a court of competent jurisdiction from which no appeal can be taken rules than the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

Availability, Contribution, etc. (i) The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement. (iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him the Indemnified Party or amounts actually and reasonably paid in settlement by him or her in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. (iv) If for any reason a court of competent jurisdiction from which no appeal can be has been taken rules than the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

Availability, Contribution, etc. (i) 1. The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party Indemnitee shall not affect the right of the Indemnified Party Indemnitee to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) 2. Any funds actually received by the Indemnified Party Indemnitee by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party Indemnitee under this Agreement. (iii) 3. If the Indemnified Party Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues Liabilities or matters, Expenses but not as to other claims, issues or mattersothers, or for some or a portion of the expenses, judgments, fines or penalties thereof actually and reasonably incurred by him the Indemnitee or amounts actually and reasonably paid in settlement by him the Indemnitee in the investigation, defense, appeal or settlement of any matter Proceeding for which indemnification is sought under this Agreement, Agreement but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party Indemnitee for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnified Party Indemnitee is entitled. (iv) 4. If for any reason it is determined by a court of competent jurisdiction from jurisdiction, in a decision which no appeal can be taken rules than neither party to this Agreement properly appeals or which decision is affirmed on appeal, that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party Indemnitee harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party Indemnitee in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party Indemnitee and the Corporation and its AffiliatesAffiliates and its and their respective Associates.

Availability, Contribution, etc. (i) The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement. (iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him or amounts actually and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. (iv) If for any reason a court of competent jurisdiction from which no appeal can be taken rules than that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

Availability, Contribution, etc. (i) The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement. (iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him or amounts actually and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. (iv) If for any reason a court of competent jurisdiction from which no appeal can be taken rules than the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

Availability, Contribution, etc. (i) The availability or nonavailability non-availability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement. (iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him or amounts actually and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. (iv) If for any reason a court of competent jurisdiction from which no appeal can be taken rules than the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

Availability, Contribution, etc. (i) 1. The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party Indemnitee shall not affect the right of the Indemnified Party Indemnitee to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time.. INDEMNIFICATION AGREEMENT PAGE 9 -------------------------------------------------------------------------------- (ii) 2. Any funds actually received by the Indemnified Party Indemnitee by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party Indemnitee under this Agreement. (iii) 3. If the Indemnified Party Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues Liabilities or matters, Expenses but not as to other claims, issues or mattersothers, or for some or a portion of the expenses, judgments, fines or penalties thereof actually and reasonably incurred by him the Indemnitee or amounts actually and reasonably paid in settlement by him the Indemnitee in the investigation, defense, appeal or settlement of any matter Proceeding for which indemnification is sought under this Agreement, Agreement but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party Indemnitee for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnified Party Indemnitee is entitled. (iv) 4. If for any reason it is determined by a court of competent jurisdiction from jurisdiction, in a decision which no appeal can be taken rules than neither party to this Agreement properly appeals or which decision is affirmed on appeal, that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party Indemnitee harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party Indemnitee in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party Indemnitee and the Corporation and its AffiliatesAffiliates and its and their respective Associates.

Availability, Contribution, etc. (i) The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement. (iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him him/her or amounts actually and reasonably paid in settlement by him him/her in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. (iv) If for any reason a court of competent jurisdiction from which no appeal can be taken rules than that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party and the Corporation and its Affiliatesaffiliates. (v) In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Availability, Contribution, etc. (i) i. The availability or nonavailability of indemnification by way of insurance policy, Articles Certificate of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party Indemnitee shall not affect the right of the Indemnified Party Indemnitee to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) . Any funds actually received by the Indemnified Party Indemnitee by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party Indemnitee under this Agreement. (iii) . If the Indemnified Party Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues Liabilities or matters, Expenses but not as to other claims, issues or mattersothers, or for some or a portion of the expenses, judgments, fines or penalties thereof actually and reasonably incurred by him the Indemnitee or amounts actually and reasonably paid in settlement by him the Indemnitee in the investigation, defense, appeal or settlement of any matter Proceeding for which indemnification is sought under this Agreement, INDEMNIFICATION AGREEMENT PAGE 9 -------------------------------------------------------------------------------- Agreement but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party Indemnitee for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnified Party Indemnitee is entitled. (iv) . If for any reason it is determined by a court of competent jurisdiction from jurisdiction, in a decision which no appeal can be taken rules than neither party to this Agreement properly appeals or which decision is affirmed on appeal, that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party Indemnitee harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party Indemnitee in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party Indemnitee and the Corporation and its AffiliatesAffiliates and its and their respective Associates.

Availability, Contribution, etc. (i) 1. The availability or nonavailability of indemnification by way of insurance policy, Articles Certificate of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party Indemnitee shall not affect the right of the Indemnified Party Indemnitee to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) 2. Any funds actually received by the Indemnified Party Indemnitee by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party Indemnitee under this Agreement. (iii) 3. If the Indemnified Party Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues Liabilities or matters, Expenses but not as to other claims, issues or mattersothers, or for some or a portion of the expenses, judgments, fines or penalties thereof actually and reasonably incurred by him the Indemnitee or amounts actually and reasonably paid in settlement by him the Indemnitee in the investigation, defense, appeal or settlement of any matter Proceeding for which indemnification is sought under this Agreement, Agreement but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party Indemnitee for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnified Party Indemnitee is entitled. (iv) 4. If for any reason it is determined by a court of competent jurisdiction from jurisdiction, in a decision which no appeal can be taken rules than neither party to this Agreement properly appeals or which decision is affirmed on appeal, that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party Indemnitee harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party Indemnitee in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party Indemnitee and the Corporation and its AffiliatesAffiliates and its and their respective Associates.

Availability, Contribution, etc. (i) The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement. (iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him or amounts actually and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. (iv) If for any reason a court of competent jurisdiction from which no appeal can be taken rules than that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party and the Corporation and its Affiliatesaffiliates. (v) In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Availability, Contribution, etc. (i) i. The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party Indemnitee shall not affect the right of the Indemnified Party Indemnitee to INDEMNIFICATION AGREEMENT PAGE 9 -------------------------------------------------------------------------------- indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) . Any funds actually received by the Indemnified Party Indemnitee by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party Indemnitee under this Agreement. (iii) . If the Indemnified Party Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues Liabilities or matters, Expenses but not as to other claims, issues or mattersothers, or for some or a portion of the expenses, judgments, fines or penalties thereof actually and reasonably incurred by him the Indemnitee or amounts actually and reasonably paid in settlement by him the Indemnitee in the investigation, defense, appeal or settlement of any matter Proceeding for which indemnification is sought under this Agreement, Agreement but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party Indemnitee for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnified Party Indemnitee is entitled. (iv) . If for any reason it is determined by a court of competent jurisdiction from jurisdiction, in a decision which no appeal can be taken rules than neither party to this Agreement properly appeals or which decision is affirmed on appeal, that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party Indemnitee harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party Indemnitee in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party Indemnitee and the Corporation and its AffiliatesAffiliates and its and their respective Associates.

Availability, Contribution, etc. (i) i. The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party Indemnitee shall not affect the right of the Indemnified Party Indemnitee to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time. (ii) . Any funds actually received by the Indemnified Party Indemnitee by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party Indemnitee under this Agreement. (iii) . If the Indemnified Party Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues Liabilities or matters, Expenses but not as to other claims, issues or mattersothers, or for some or a portion of the expenses, judgments, fines or penalties thereof actually and reasonably incurred by him the Indemnitee or amounts actually and reasonably paid in settlement by him the Indemnitee in the investigation, defense, appeal or settlement of any matter Proceeding for which indemnification is sought under this Agreement, 9 Agreement but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party Indemnitee for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnified Party Indemnitee is entitled. (iv) . If for any reason it is determined by a court of competent jurisdiction from jurisdiction, in a decision which no appeal can be taken rules than neither party to this Agreement properly appeals or which decision is affirmed on appeal, that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party Indemnitee harmless as provided in this Agreement, then then, in either any such event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party Indemnitee in such proportion as equitably reflects the relative benefits received by, and fault of of, the Indemnified Party Indemnitee and the Corporation and its AffiliatesAffiliates and its and their respective Associates.