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 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 Claim by reason of (or arising in part out of) an Indemnifiable Event, to the extent contribution with respect to such Indemnifiable Event is permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses assessed against or incurred or paid by Indemnitee on account of or with respect to that Claim for which such contribution is permitted ("Contribution Amounts"), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such Idemnifiable Event (collectively, such parties, including the Company, are herein referred to as the "Third Parties") on the other hand.

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 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 Claim by reason of (or arising in part out of) an Indemnifiable Event, to the extent contribution with respect to such Indemnifiable Event is permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses assessed against or incurred or paid by Indemnitee on account of or with respect to that Claim for which such contribution is permitted ("Contribution AmountsCONTRIBUTION AMOUNTS"), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such Idemnifiable Indemnifiable Event (collectively, such parties, including the Company, are herein referred to as the "Third PartiesTHIRD PARTIES") on the other hand.