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, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines or penalties assessed against or incurred or paid by Indemnitee on account of that Claim and any and all amounts paid in settlement of that Claim (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) for which such indemnification is not 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 Indemnifiable Event (collectively, including the Company, the "Third Parties") on the other hand, with the amount to be contributed by the Company pursuant to this Section 7(a) being, subject to Section 7(b), an amount equal to (i) the total Contribution Amounts assessed against or incurred or paid by Indemnitee MINUS (ii) the PRODUCT OF (A) the total Contribution Amounts assessed against or incurred or paid by Indemnitee and all Third Parties ("Total Contribution Amounts") MULTIPLIED BY (B) the relative fault of Indemnity (expressed as a percentage). Notwithstanding the provisions of this Section 7. (x) the amounts to be contributed to Indemnitee may be adjusted as determined in good faith by the Reviewing Party as necessary to properly allocate Contribution Amounts to Indemnitee based on the relative fault of Indemnitee and (y) the total amount of contribution provided to Indemnitee pursuant to this Section 7 shall not exceed the actual Contribution Amounts assessed against or incurred or paid by Indemnitee and Indemnitee shall not be liable for or obligated to pay to any Third Party any contribution amounts solely as a result of this Section 7.

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, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines fines, or penalties assessed against or incurred or paid by Indemnitee on account of that Claim and any and all amounts paid in settlement of that Claim (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, or amounts paid in settlement) incurred or paid by Indemnitee and for which such indemnification is not 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 Indemnifiable Event (collectively, including the Company, the "Third “Third-Parties"”) on the other hand, with so that the amount to be contributed by the Company pursuant to this Section 7(a) being, subject to Section 7(b), Indemnitee is not responsible for an amount equal to (i) greater than the total Contribution Amounts assessed against or incurred or paid by Indemnitee MINUS (ii) times the PRODUCT OF (A) the total Contribution Amounts assessed against or incurred or paid by Indemnitee and all Third Parties ("Total Contribution Amounts") MULTIPLIED BY (B) the proportion reflecting Indemnitee’s relative fault of Indemnity (expressed as a percentage). Notwithstanding the provisions of this Section 7. (x) the amounts to be contributed to Indemnitee may be adjusted as determined in good faith by the Reviewing Party as necessary to properly allocate Contribution Amounts to Indemnitee based on the relative fault of Indemnitee and (y) the total amount of contribution provided to Indemnitee pursuant to this Section 7 shall not exceed the actual Contribution Amounts assessed against or incurred or paid by Indemnitee and Indemnitee shall not be liable for or obligated to pay to any Third Party any contribution amounts solely as a result of this Section 7fault.

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 Claim 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) an Indemnifiable Event), Indemnitee’s Corporate Status, the CompanyCorporation, 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 penalties amounts assessed against or incurred or paid by Indemnitee on account of that Claim such Proceeding and any and all amounts paid in settlement of that Claim 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, finespenalties (including excise or similar taxes), penalties 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 Indemnifiable Event subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company Corporation and any and all other parties (including officers and directors of the Company Corporation other than Indemnitee) who may be at fault with respect to such Indemnifiable Event matter (collectively, including the CompanyCorporation, the "“Third Parties"”) on the other hand, with the amount to be contributed by the Company pursuant to this Section 7(a) being, subject to Section 7(b), an amount equal to (i) the total Contribution Amounts assessed against or incurred or paid by Indemnitee MINUS (ii) the PRODUCT OF (A) the total Contribution Amounts assessed against or incurred or paid by Indemnitee and all Third Parties ("Total Contribution Amounts") MULTIPLIED BY (B) the relative fault of Indemnity (expressed as a percentage). Notwithstanding the provisions of this Section 7. (x) the amounts to be contributed to Indemnitee may be adjusted as determined in good faith by the Reviewing Party as necessary to properly allocate Contribution Amounts to Indemnitee based on the relative fault of Indemnitee and (y) the total amount of contribution provided to Indemnitee pursuant to this Section 7 shall not exceed the actual Contribution Amounts assessed against or incurred or paid by Indemnitee and Indemnitee shall not be liable for or obligated to pay to any Third Party any contribution amounts solely as a result of this Section 7.

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, was or 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 any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines fines, or penalties assessed against or incurred or paid by Indemnitee on account of that Claim Proceeding and any and all amounts paid in settlement of that Claim Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, or amounts paid in settlement) for which such indemnification is not 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 Corporation and any and all other parties (including officers and directors of the Company Corporation other than Indemnitee) who may be at fault with respect to such Indemnifiable Event (collectively, including the CompanyCorporation, the "“Third Parties"”) on the other hand, with the amount to be contributed by the Company Corporation pursuant to this Section 7(a8(a) being, subject to Section 7(b8(b), an amount equal to (i) the total Contribution Amounts assessed against or incurred or paid by Indemnitee MINUS minus (ii) the PRODUCT OF product of (A) the total Contribution Amounts assessed against or incurred or paid by Indemnitee and all Third Parties ("“Total Contribution Amounts"”) MULTIPLIED BY multiplied by (B) the relative fault of Indemnity (expressed as a percentage). Notwithstanding the provisions of this Section 7. 8, (x) the amounts to be contributed to Indemnitee may be adjusted as determined in good faith by the Reviewing Party as necessary to properly allocate Contribution Amounts to Indemnitee based on the relative fault of Indemnitee and (y) the total amount of contribution provided to Indemnitee pursuant to this Section 7 8 shall not exceed the actual Contribution Amounts assessed against or incurred or paid by Indemnitee and Indemnitee shall not be liable for or obligated to pay to any Third Party any contribution amounts solely as a result of this Section 78.