Contribution. If the indemnification provided in [Section 2] above is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount of Expenses which are actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect # the relative benefits received by the Company and the Indemnitee and/or # the relative fault of the Company and such Indemnitee in connection with the transaction or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.

Contribution. If the indemnification provided in [Section 2] above is unavailable to Indemnitee forunavailable, then, in respect of any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in suchthe Proceeding), the Company, in lieu of indemnifying Indemnitee thereunder,Company shall contribute to the amount of Expenses which are actuallyExpenses, judgments, fines, penalties and reasonably incurred andamounts paid or payable by the Indemnitee in such proportionsettlement as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in orderappropriate to reflectreflect: # the relative benefits received by the CompanyCompany, on the one hand, and Indemnitee, on the Indemnitee and/orother hand, from the transaction from which the Proceeding arose, and # the relative fault of the CompanyCompany, on the one hand, and such Indemniteeof Indemnitee, on the other, in connection with the transaction or events from which resulted in such Proceeding arose.Expenses, judgments, fines, penalties and amounts paid in settlement, as well as any other relevant equitable considerations. The relative fault of the CompanyCompany, on the one hand, and of Indemnitee, on the Indemniteeother, shall be determined by reference to, among other things, the parties’parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this [Section 27] were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations described in this [Section 27].

Section # Contribution. IfTo the fullest extent permissible under applicable law, if the indemnification provided for in [Section 2] abovethis Agreement is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),whatsoever, the Company, in lieu of indemnifying Indemnitee thereunder,Indemnitee, shall contribute to the amount of Expenses which are actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemniteeto be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect # the relative benefits received by the Company and Indemnitee in connection with the Indemniteeevent(s) and/or transaction(s) giving rise to such Proceeding; and/or # the relative fault of the Company (and its directors, officers, employees and suchagents) and Indemnitee in connection with the transaction such event(s) and/or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.transactions.

Section #Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in [Section 2] abovethis Agreement is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),whatsoever, the Company, in lieu of indemnifying Indemnitee thereunder,Indemnitee, shall contribute to the amount of Expenses which are actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemniteeto be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect # the relative benefits received by the Company and Indemnitee in connection with the Indemniteeevent(s) and/or transaction(s) giving rise to such Proceeding; and/or # the relative fault of the Company (and its directors, officers, employees and suchagents) and Indemnitee in connection with the transaction such event(s) and/or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.transactions.

Contribution. IfTo the fullest extent permissible under applicable law, if the indemnification provided for in [Section 2] abovethis Agreement is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),whatsoever, the Company, in lieu of indemnifying Indemnitee thereunder,Indemnitee, shall contribute to the amount of Expenses which are actually andincurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred and paid or payable by the IndemniteeExpenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect # the relative benefits received by the Company and Indemnitee as a result of the Indemniteeevent(s) and/or transaction(s) giving cause to such Proceeding; and/or # the relative fault of the Company (and its other directors, officers, employees and suchagents) and Indemnitee in connection with the transaction such event(s) and/or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.transaction(s).

Contribution. If the indemnification provided for in [Section 2]1(a)] above is unavailable to Indemniteeis, for any reason (otherother than those set forththe statutory limitations of applicable law or as provided in [Section 6] below)8], held by a court of competent jurisdiction to be unavailable to the Indemnitee in connection with a Proceedingrespect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with Indemniteethe Indemnitee, as the case may be (or would be jointly liable if joined in such Proceeding)joined), then the Company, in lieu of indemnifying the Indemnitee thereunder, shall contribute to the amount of Expenses which are actually and reasonably incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in orderappropriate to reflect # the relative benefits received by the Company and the Indemnitee and/orIndemnitee, and # the relative fault of the Company and suchthe Indemnitee in connection with the transactionaction or events from whichinaction that resulted in such Proceeding arose.losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.losses, claims, damages, expenses or liabilities.

Section # Contribution. IfTo the fullest extent permissible under applicable law, if the indemnification provided for in [Section 2] abovethis Agreement is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),whatsoever, the Company, in lieu of indemnifying Indemnitee thereunder,Indemnitee, shall contribute to the amount of Expenses which are actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemniteeto be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect # the relative benefits received by the CompanyCompany, on the one hand, and Indemnitee, on the Indemniteeother hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or # the relative fault of the Company (and its other directors, officers, employees and such Indemniteeagents), on the one hand, and Indemnitee, on the other hand, in connection with the transaction such event(s) and/or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.transaction(s).

Contribution. IfTo the fullest extent permissible under applicable law, if the indemnification provided for in [Section 2] abovethis Agreement is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),whatsoever, the Company, in lieu of indemnifying Indemnitee thereunder,Indemnitee, shall contribute to the amount of Expenses which are actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemniteeto be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceedingproceeding in order to reflect # the relative benefits received by the Company and Indemnitee as a result of the Indemniteeevent(s) and/or transaction(s) giving cause to such proceeding; and/or # the relative fault of the Company and such Indemniteelndemnitee in connection with the transaction such event(s) and/or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.transaction(s).

To the fullest extent permissible under applicable law, if the indemnification provided for in [Section 2] abovethis Agreement is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),whatsoever, the Company, in lieu of indemnifying Indemnitee thereunder,Indemnitee, shall contribute to the amount of Expenses which are actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemniteeto be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect # the relative benefits received by the Company and Indemnitee as a result of the Indemniteeevent(s) and/or transaction(s) giving cause to such Proceeding; and/or # the relative fault of the Company (and its directors, officers, employees and suchagents) and Indemnitee in connection with the transaction such event(s) and/or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.transaction(s).

To the fullest extent permissible under applicable law, if the indemnification provided for in [Section 2] abovethis Agreement is unavailable to Indemnitee for any reason (other than those set forth in [Section 6] below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),whatsoever, the Company, in lieu of indemnifying Indemnitee thereunder,Indemnitee, shall contribute to the amount of Expenses which are actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemniteeto be paid in settlement and/or for expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceedingproceeding in order to reflect # the relative benefits received by the Company and Indemnitee as a result of the Indemniteeevent(s) and/or transaction(s) giving cause to such proceeding and/or # the relative fault of the Company (and its directors, officers, employees and suchagents) and Indemnitee in connection with the transaction such event(s) and/or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.transaction(s).