Common use of Contribution by the Company Clause in Contracts

Contribution by the Company. To the fullest extent permitted by law, if the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amount of expenses and liabilities actually and reasonably incurred or paid by the Indemnitee in connection with any proceeding in proportion to the relative benefits received by the Company and all officers, directors and employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such proceeding), on the one hand, and the Indemnitee, on the other hand, from the transaction from which such proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such proceeding), on the one hand, and the Indemnitee, on the other hand, in connection with the events that resulted in such expenses and liabilities, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such proceeding), on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive. To the fullest extent permitted by law, the Company shall fully indemnify and hold the Indemnitee harmless from any claims of contribution which may be brought by other officers, directors or employees of the Company who may be jointly liable with the Indemnitee for any liability or expense arising from a proceeding.

Contribution by the Company. To the fullest extent permitted by law, if the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason whatsoeverwhatsoever (including due to an election by Indemnitee), the Company, in lieu of indemnifying the Indemnitee, shall will contribute to the amount of expenses Expenses and liabilities Losses actually and reasonably incurred or paid by the Indemnitee in connection with any proceeding Claim in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (a) the relative benefits received by the Company and all directors, officers, directors and employees employees, trustees, partners, members, managers, agents or fiduciaries of the Company or other Enterprise, other than the Indemnitee Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such proceedingClaim), on the one hand, and the Indemnitee, on the other hand, from the transaction from which such proceeding Claim arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to and/or (b) the relative fault of the Company and all directors, officers, directors and employees employees, trustees, partners, members, managers, agents or fiduciaries of the Company or other Enterprise, other than the Indemnitee Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such proceedingClaim), on the one hand, and the Indemnitee, on the other hand, in connection with the events that resulted in such expenses Expenses and liabilities, as well as any other equitable considerations which applicable law may require to be consideredLosses. The relative fault of the Company and all directors, officers, directors and employees employees, trustees, partners, members, managers, agents or fiduciaries of the Company or other Enterprise, other than the Indemnitee Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such proceedingClaim), on the one hand, and the Indemnitee, on the other hand, shall will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive. To the fullest extent permitted by law, the Company shall will fully indemnify and hold the Indemnitee harmless from any claims of contribution which may be brought by other directors, officers, directors employees, trustees, partners, members, managers, agents or employees fiduciaries of the Company or other Enterprise who may be jointly liable with the Indemnitee for any liability Loss or expense Expense arising from a proceedingClaim.

Contribution by the Company. To the fullest extent permitted by law, if the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amount of expenses Expenses and liabilities actually and reasonably incurred or paid by the Indemnitee in connection with any proceeding Indemnifiable Claim in proportion to the relative benefits received by the Company and all officers, directors and employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such proceedingClaim), on the one hand, and the Indemnitee, on the other hand, from the transaction from which such proceeding Claim arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such proceedingClaim), on the one hand, and the Indemnitee, on the other hand, in connection with the events that resulted in such expenses Expenses and liabilities, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such proceedingClaim), on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantageadvantage to which they are not entitled, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive. To the fullest extent permitted by law, the Company shall fully indemnify and hold the Indemnitee harmless from any claims of contribution which may be brought by other officers, directors or employees of the Company who may be jointly liable with the Indemnitee for any liability or expense arising from an Indemnifiable Claim. By signing this Agreement, the Indemnitee acknowledges that the Indemnitee (1) has read and understood the entire Agreement; (2) has received a proceeding.copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. MULTIMEDIA GAMES, INC. INDEMNITEE By: Name: [Indemnitee] Title: