Common use of Complete Indemnification Clause in Contracts

Complete Indemnification. As the Parties intend complete indemnification, all costs and expenses incurred by an Indemnitee in connection with enforcement of Sections 11.1 and 11.2 shall also be reimbursed by the indemnifying Party. The parties agree that if any indemnification or reimbursement sought pursuant to Sections 11.1 or 11.2 is for any reason unavailable or insufficient to hold it harmless (except by reason of the gross negligence or willful misconduct of an Indemnified Party) then, the indemnifying party shall contribute to the liabilities for which such indemnification or reimbursement is held unavailable in such portion as is appropriate to reflect (a) the relative benefits to the indemnified party on the one hand and indemnifying party on the other hand, in connection with the transaction to which such indemnification or reimbursement relates or (b) if the allocation provided by clause (a) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a), but also the relative fault of the parties as well as any other relevant equitable considerations.