Common use of Equitable Consideration Clause in Contracts

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8, no Initial Purchaser shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I. For purposes of Section 8(e), each director, officer and employee of an Initial Purchaser, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The Company, the Guarantors Company and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Each Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer officer, employee and employee affiliate of an any Initial Purchaser, and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such any Initial Purchaser, and each director, officer officer, and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the GuarantorsCompany.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Each Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer officer, employee and employee affiliate of an any Initial Purchaser, and each person, if any, who controls such the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such any Initial Purchaser, and each director, officer officer, and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The Company, the Guarantors Selling Stockholders and the Initial Purchasers Underwriters agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e11(f) were determined by pro rata or per capita allocation (even if the Initial Purchasers Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e11(f). Notwithstanding any other provision of this Section 811, (i) no Initial Purchaser Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Underwriter under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has the Underwriters have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and (ii) no Selling Stockholder shall be liable for, or required to contribute, any amount in excess of the net proceeds from the offering (meaning after the deduction of underwriting discounts and commissions but before the deduction of any other expenses) received by such Selling Stockholder under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial PurchasersUnderwriters’ obligations to contribute pursuant to this Section 8 11 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I. A. For purposes of Section 8(e11(f), each director, officer and employee of an Initial PurchaserUnderwriter, and each person, if any, who controls such Initial Purchaser Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial PurchaserUnderwriter, and each director, officer and employee of the Company and the GuarantorsCompany, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the GuarantorsCompany.

Equitable Consideration. The Company, the Guarantors Company and the Initial Purchasers Underwriters agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e9(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e9(e). Notwithstanding any other provision of this Section 89, no Initial Purchaser Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Underwriter under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has the Underwriters have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial PurchasersUnderwriters’ obligations to contribute pursuant to this Section 8 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I. A. For purposes of Section 8(e9(f), each director, officer and employee of an Initial PurchaserUnderwriter, and each person, if any, who controls such Initial Purchaser Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial PurchaserUnderwriter, and each director, officer and employee of the Company and the GuarantorsCompany, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the GuarantorsCompany.

Equitable Consideration. The CompanyKratos, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an each Initial Purchaser, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company Kratos and the Guarantors, and each person, if any, who controls the Company Kratos or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Kratos and the Guarantors.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations ' obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an each Initial Purchaser, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The CompanyIssuers, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser Purchasers has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an the Initial PurchaserPurchasers, and each person, if any, who controls such the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company Issuers and the Guarantors, and each person, if any, who controls the Company Issuers or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuers and the Guarantors.

Equitable Consideration. The Company, the Guarantors Company and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Each Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer officer, employee and employee Affiliate of an any Initial Purchaser, and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such any Initial Purchaser, and each director, officer officer, and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the GuarantorsCompany.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser Purchasers has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an any of the Initial PurchaserPurchasers, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The Company, the Guarantors Company and the Initial Purchasers agree that it would not be just and equitable if the amount of such contribution determined contributions pursuant to Section 8(e8(d) above were to be determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that which does not take into account the equitable considerations referred to in Section 8(e)8(d) above. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation or proceeding referred to in Section 8(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding any other provision the provisions of this Section 8, no the Initial Purchaser Purchasers shall not be obligated required to make contributions hereunder that contribute any amount in excess of the aggregate exceed amount by which the total discounts, underwriting discounts and commissions and other compensation received by such the Initial Purchaser under this Agreement, less Purchasers with respect to the aggregate offering of the Securities exceeds the amount of any damages that such which the Initial Purchaser has Purchasers have otherwise been required paid or become liable to pay by reason of the any untrue or alleged untrue statements or the omissions statement, omission or alleged omissions omission, act or alleged act or failure to state a material factact or alleged failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Each Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. For purposes of Section 8(e), each director, officer purchase obligations hereunder and employee of an Initial Purchaser, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantorsnot joint.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an the Initial Purchaser, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The Company, the Guarantors Selling Stockholders and the Initial Purchasers Underwriters agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e11(f) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e11(f). Notwithstanding any other provision of this Section 811, (i) no Initial Purchaser Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Underwriter under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has the Underwriters have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and (ii) no Selling Stockholder shall be liable for, or required to contribute, any amount in excess of the net proceeds from the offering (meaning after the deduction of underwriting discounts and commissions but before the deduction of any other expenses) received by such Selling Stockholder under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I. For purposes of Section 8(e11(f), each affiliate, director, officer officer, employee and employee agent of an Initial Purchaserany of the Underwriters, and each person, if any, who controls such Initial Purchaser the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaserthe Underwriters, and each affiliate, director, officer officer, employee and employee agent of the Company and the GuarantorsCompany, and each person, if any, who controls the Company or any of the Guarantors Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and or such Selling Stockholder, as the Guarantorscase may be.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers Purchaser agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). The amount paid or payable by an indemnified party as a result of losses, claims, damages or liabilities referred to in Section 8(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with defending any such action or claim. Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I. For purposes of Section 8(e), each director, officer and employee of an the Initial Purchaser, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial Purchaser, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The CompanyIssuers, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an each Initial Purchaser, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company Issuers and the Guarantors, and each person, if any, who controls the Company an Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuers and the Guarantors.

Equitable Consideration. The CompanyIssuers, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each Affiliate, director, officer and employee of an the Initial PurchaserPurchasers, and each person, if any, who controls such the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company Issuers and the Guarantors, and each person, if any, who controls the Company such Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuers and the Guarantors.

Equitable Consideration. The Company, the Guarantors Selling Stockholder and the Initial Purchasers Underwriters agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e11(f) were determined by pro rata or per capita allocation (even if the Initial Purchasers Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e11(f). Notwithstanding any other provision of this Section 811, (i) no Initial Purchaser Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Underwriter under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has the Underwriters have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and (ii) the Selling Stockholder shall not be liable for, or required to contribute, any amount in excess of the net proceeds from the offering (meaning after the deduction of underwriting discounts and commissions but before the deduction of any other expenses) received by the Selling Stockholder under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial PurchasersUnderwriters’ obligations to contribute pursuant to this Section 8 11 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I. A. For purposes of Section 8(e11(f), each director, officer and employee of an Initial PurchaserUnderwriter, and each person, if any, who controls such Initial Purchaser Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial PurchaserUnderwriter, and each director, officer and employee of the Company and the GuarantorsCompany, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the GuarantorsCompany.

Equitable Consideration. The CompanyIssuer, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. The Initial Purchasers’ obligations in this subsection (f) to contribute are several in proportion to their respective purchase obligations and not joint. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I. For purposes of Section 8(e), each director, officer and employee of an the Initial PurchaserPurchasers, and each person, if any, who controls such the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company Issuer and the Guarantors, and each person, if any, who controls the Company Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuer and the Guarantors.

Equitable Consideration. The CompanyIssuers, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no Initial Purchaser shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an either Initial Purchaser, and each person, if any, who controls such either Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company Issuers and the Guarantors, and each person, if any, who controls the Company either Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuers and the Guarantors.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Each Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer officer, employee and employee affiliate of an any Initial Purchaser, and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such any Initial Purchaser, and each director, officer officer, and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser Purchasers under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an the Initial PurchaserPurchasers, and each person, if any, who controls such the Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial PurchaserPurchasers, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The Company, the Guarantors and the Initial Purchasers Purchaser agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such the Initial Purchaser under this Agreement, less the aggregate amount of any damages that such the Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an the Initial Purchaser, and each person, if any, who controls such the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such the Initial Purchaser, and each director, officer and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Equitable Consideration. The Company, the Guarantors Company and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no the Initial Purchaser Purchasers shall not be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Each Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer officer, employee and employee affiliate of an any Initial Purchaser, and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such any Initial Purchaser, and each director, officer officer, and employee of the Company and the Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.Company. 30 US-DOCS\102962941.8

Equitable Consideration. The CompanyIssuers, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8, no Initial Purchaser shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an any Initial Purchaser, and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company Issuers and the Guarantors, and each person, if any, who controls the Company Issuers or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuers and the Guarantors.

Equitable Consideration. The Company, the Guarantors Guarantor and the each Initial Purchasers Purchaser agree that it would not be equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section 8Section, no Initial Purchaser shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations Purchaser’s obligation to contribute pursuant to this Section 8 are several, and not joint, hereunder shall be several in proportion to their respective commitments as set forth opposite their names in Schedule I. purchase obligations hereunder and not joint. For purposes of Section 8(e), each director, officer and employee of an any Initial Purchaser, and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company and the GuarantorsGuarantor, and each person, if any, who controls the Company or any of the Guarantors Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company and the GuarantorsGuarantor.