Contribution and Indemnification Sample Clauses
The Contribution and Indemnification clause establishes the responsibilities of parties to compensate each other for losses, damages, or liabilities arising from specific actions or omissions related to the agreement. In practice, this clause may require one party to reimburse the other for legal costs or damages resulting from third-party claims, or to share in the financial burden if both parties are found liable. Its core function is to allocate risk between the parties, ensuring that financial responsibility for certain events is clearly defined and that parties are protected from bearing the full cost of claims that may arise from shared or individual actions.
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Contribution and Indemnification. In the event that any of the Borrowers pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s Obtained Benefit (the “Excess Payments”), the relevant Borrower shall be entitled to make demand on the other Borrowers for such Excess Payments, and to receive from each other Borrower that received an Obtained Benefit, such Borrower’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrower. In such regard, to the maximum extent permitted by law, each Borrower shall indemnify, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.
Contribution and Indemnification. THE AFFILIATED ORGANIZATION ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THERE ARE LOSSES OR CLAIMS ASSERTED AGAINST OR SUSTAINED BY BSA OR THE LOCAL COUNCIL THAT ARE ATTRIBUTABLE TO THE WILLFUL ACTS OR NEGLIGENCE OF THE PROTECTED PARTIES AND FALL OUTSIDE OF THE INDEMNIFICATION REQUIREMENTS OF BSA IN § I.A.1 (ABOVE), NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BSA’S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION FROM THE PROTECTED PARTIES FOR SUCH LOSSES OR CLAIMS, INCLUDING ATTORNEYS’ FEES AND COSTS RELATED THERETO.
Contribution and Indemnification. To the extent that any Guarantor shall repay any of the Obligations (an “Accommodation Payment”), then, to the extent that such Guarantor has not received the benefit of such repaid Obligations (whether through an inter-company loan or otherwise), the Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Obligors in an amount, for each of such other Obligors, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Obligors’ “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Obligors. As of any date of determination, the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor hereunder without (a) rendering such Guarantor “insolvent” within the meaning of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”), Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 4 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section 13.4 shall be subordinate in right of payment to the prior payment in full of the Obligations.
Contribution and Indemnification. The Church acknowledges and agrees that, in the event there are Losses or Claims asserted against or sustained by BSA that are attributable to the willful acts or negligence of the Church and fall outside of the indemnification requirements of BSA in § II.A.1 (above), nothing in this Agreement shall be deemed to limit BSA’s right to seek contribution or indemnification from the Church for such Losses or Claims, including attorneys’ fees and costs related thereto.
Contribution and Indemnification. (a) To the extent that a payment is made on the Obligations by a Guarantor (a "Guarantor Payment") which, taking into account all other Guarantor Payments then previously or concurrently made by or attributable to any other Guarantor, exceeds such Guarantor's Allocable Share of all such Guarantor Payments (as such share would then be calculated immediately prior to such Guarantor Payment), then such Guarantor shall be entitled to contribution and indemnification from, and to be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective Allocable Shares as in effect immediately prior to such Guarantor Payment.
(b) Notwithstanding the foregoing, the Guarantors may, as among themselves, provide for an allocation consistent with the foregoing which requires the Guarantors that received a direct financial benefit from the Obligations in respect of which a payment by a Guarantor has been made and for which contribution is sought to make contribution payments before the Guarantors that did not receive a direct financial benefit are obligated to make contribution payments.
(c) The Guarantors acknowledge that the rights of contribution and indemnification hereunder shall constitute an asset in favor of any Guarantor to which such contribution and indemnification is owing.
Contribution and Indemnification. The Affiliated Organization acknowledges and agrees that, in the event there are Losses or Claims asserted against or sustained by BSA or the Local Council that are attributable to the willful acts or negligence of the Protected Parties and fall outside of the indemnification requirements of BSA in § I.A.1 (above), nothing in this Agreement shall be deemed to limit BSA’s right to seek contribution or indemnification from the Protected Parties for such Losses or Claims, including attorneys’ fees and costs related thereto.
Contribution and Indemnification. THE DIOCESE/PARISH/SCHOOL ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THERE ARE LOSSES OR CLAIMS ASSERTED AGAINST OR SUSTAINED BY BSA THAT ARE ATTRIBUTABLE TO THE WILLFUL ACTS OR NEGLIGENCE OF THE DIOCESE/PARISH/SCHOOL AND FALL OUTSIDE OF THE INDEMNIFICATION REQUIREMENTS OF BSA IN § II.A.1 (ABOVE), NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BSA’S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION FROM THE DIOCESE/PARISH/SCHOOL FOR SUCH LOSSES OR CLAIMS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS RELATED THERETO.
Contribution and Indemnification. THE AFFILIATED ORGANIZATION ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THERE ARE LOSSES OR CLAIMS ASSERTED AGAINST OR SUSTAINED BY SCOUTING AMERICA OR THE LOCAL COUNCIL THAT ARE ATTRIBUTABLE TO THE WILLFUL ACTS OR NEGLIGENCE OF THE PROTECTED PARTIES AND FALL OUTSIDE OF THE INDEMNIFICATION REQUIREMENTS OF SCOUTING AMERICA IN § I.A.1 (ABOVE), NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT SCOUTING AMERICA’S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION FROM THE PROTECTED PARTIES FOR SUCH LOSSES OR CLAIMS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS RELATED THERETO.
Contribution and Indemnification. The parties hereto agree that each Subsidiary Guarantor, if any, shall have the rights and obligations provided in Section 10.25 of the Credit Agreement and Section 10.25 of the Credit Agreement shall be deemed incorporated by reference herein.
Contribution and Indemnification a) If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 (a “Third Party Claim”) against a Party (the “Notified Party”) with respect to which any other Party (the “Other Party”) may have liability, the Notified Party shall promptly notify the Other Party in writing of the Third Party Claim and deliver to the Other Party, along with the written notice, a copy of the claim, process and all legal pleadings with respect to the Third Party Claim that have been received by the Notified Party. Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing. Receipt by the Other Party of the notice and copies required in this Section and a meaningful opportunity for the Other Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to the Other Party’s contribution obligation under this Article 6 with respect to the Third Party Claim.
b) With respect to a Third Party Claim for which any Party is jointly liable with another Party or Parties (or would be if joined in the Third Party Claim), the liable Party shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the other Parties in such proportion as is appropriate to reflect the relative fault of the liable Party on the one hand and of the other Parties on the other hand in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the liable Party on the one hand and of the other Parties on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. Each Party’s contribution amount in any instance to the same extent it would have been capped under Oregon law if the State had sole liability in the proceeding.