Common use of Contribution Payment Clause in Contracts

Contribution Payment. To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then at the option of Indemnitee, in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to (or arising in part out of), Indemnitee’s Corporate Status, the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, losses, claims, damages, liabilities, judgments, penalties (including excise or similar taxes), fines or amounts assessed against or incurred or paid by Indemnitee on account of such Proceeding and any and all amounts paid in settlement of that Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, losses, claims, damages, liabilities, judgments, penalties (including excise or similar taxes), fines or amounts paid in settlement) for which such indemnification is not permitted (the “Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Corporation and any and all other parties (including officers and directors of the Corporation other than Indemnitee) who may be at fault with respect to such matter (collectively, including the Corporation, the “Third Parties”) on the other hand.

Contribution Payment. To the fullest extent permitted by applicable law, if the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable lawavailable to Indemnitee for any reason whatsoever, then at the option of Indemnitee, in the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to (or arising in part out of), ) Indemnitee’s Corporate Status, the CorporationCompany, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, losses, claims, damages, liabilities, judgments, fines, or penalties (including excise or similar taxes), fines or amounts assessed against or incurred or paid by Indemnitee on account of such Proceeding and any and all amounts paid in settlement of that Proceeding (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, losses, claims, damages, liabilities, judgments, penalties (including excise or similar taxes)fines, fines penalties, or amounts paid in settlement) for which such indemnification is not permitted (the “Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Corporation Company and any and all other parties (including officers and directors of the Corporation Company other than Indemnitee) who may be at fault with respect to such matter (collectively, including the CorporationCompany, the “Third Parties”) ), on the other hand.