Contribution. If the indemnification provided for in Section 1(a) above is, for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with the Indemnitee, as the case may be (or would be jointly liable if joined), then the Company, in lieu of indemnifying the Indemnitee thereunder, shall contribute to the amount 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 appropriate to reflect # the relative benefits received by the Company and the Indemnitee, and # the relative fault of the Company and the Indemnitee in connection with the action or inaction that resulted in such 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 losses, claims, damages, expenses or liabilities.
Contribution. If the indemnification provided for in Section 1(a)2 above is,is unavailable to Indemnitee for any reason other(other than the statutory limitations of applicable law or as providedthose set forth in Section 8, held by6 below) in connection with a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilitiesProceeding in which the Company is jointly liable with the Indemnitee, as the case may beIndemnitee (or would be jointly liable if joined)joined in such Proceeding), 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 appropriatedeemed 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, andIndemnitee and/or # the relative fault of the Company and thesuch Indemnitee in connection with the actiontransaction or inaction that resulted inevents from which such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations.Proceeding arose. 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 losses, claims, damages, expenses or liabilities.Expenses.
Contribution. If the indemnification provided for in Section 1([Section 2.5(a) above is, for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competent jurisdiction to be] is unavailable to thean Indemnitee inwith respect ofto any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or liabilities in whichis insufficient to hold the Company is jointly liable with the Indemnitee,Indemnitee harmless as the case may be (or would be jointly liable if joined),contemplated therein, then the Company, in lieu of indemnifying the Indemnitee thereunder,such Indemnitee, shall contribute to the amount actually and reasonably incurred and paid or payable by thesuch Indemnitee as a result of such losses, claims, damages, expensesactions, liabilities, costs or liabilitiesexpenses in such proportion as is appropriate to reflect # the relative benefits received by the Company and the Indemnitee, and # the relative fault of the CompanyIndemnitee, on the one hand, and the IndemniteeCompany, on the other hand, in connection with the actionstatements or inaction thatomissions which resulted in such losses, claims, damages, expensesactions, liabilities, costs or liabilities,expenses as well as any other relevant equitable considerations. The relative fault of the CompanyCompany, on the one hand, and of the IndemniteeIndemnitee, on the other hand, shall be determined by reference to, among other things,factors, whether the untrue or allegedlyalleged 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 by the Indemnitee and the partiesparties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the circumstances resultingCompany and each Investor agree that it would not be just and equitable if contribution pursuant to this [Section 2.5(b)] were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this [Section 2.5(b)]. No Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company if the Company was not guilty of such losses, claims, damages, expenses or liabilities.fraudulent misrepresentation.
Contribution. If the indemnification provided for in Section 1(a) above is, for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competent jurisdiction to be unavailable to the Indemnitee2 is unavailable, then, in respect of any losses, claims, damages, expenses or liabilitiesProceeding in which the Company is jointly liable with the Indemnitee, as the case may beIndemnitee (or would be jointly liable if joined)joined in the Proceeding), then the Company, in lieu of indemnifying the Indemnitee thereunder,Company shall contribute to the amount actuallyof Expenses, judgments, fines, penalties and reasonably incurred andamounts paid or payable by the Indemniteein settlement as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflectreflect: # the relative benefits received by the CompanyCompany, on the one hand, and Indemnitee, on the Indemnitee,other hand, from the transaction from which the Proceeding arose, and # the relative fault of the CompanyCompany, on the one hand, and of Indemnitee, on the Indemniteeother, in connection with the action or inaction thatevents which resulted in such losses, claims, damages, expenses or liabilities,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, 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 partiesparties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expensesExpenses. 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 liabilities.any other method of allocation which does not take account of the equitable considerations described in this Section 27.
Contribution. If the indemnification provided for in this Section 1(a) above is, for any reason other than the statutory limitations of applicable law or as provided in Section 8,5 is held by a court of competent jurisdiction to be unavailable to the Indemnitee inan Indemnified Party with respect ofto any losses, claims, damages, expensesdamages or liabilities in whichreferred to herein, the Company is jointly liable with the Indemnitee, as the case may be (or would be jointly liable if joined), then the Company,Indemnifying Party, in lieu of indemnifying the Indemniteesuch Indemnified Party thereunder, shall to the extent permitted by applicable law contribute to the amount actually and reasonably incurred and paid or payable by the Indemniteesuch Indemnified Party as a result of such losses, claims, damages, expensesloss, claim, damage or liabilitiesliability in such proportion as is appropriate to reflect # the relative benefits received by the Company and the Indemnitee, and # the relative fault of the CompanyIndemnifying Party on the one hand and of the IndemniteeIndemnified Party on the other in connection with the action or inactionviolation(s) that resulted in such losses, claims, damages, expensesloss, claim, damage or liabilities,liability, as well as any other relevant equitable considerations. The relative fault of the CompanyIndemnifying Party and of the IndemniteeIndemnified Party shall be determined by a court of law by reference to, among other things, whether the untrue or allegedlyalleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the CompanyIndemnifying Party or by the IndemniteeIndemnified Party and the partiesparties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by the circumstances resulting in such losses, claims, damages, expenses or liabilities.Stockholders hereunder exceed the net proceeds from the offering received by the Stockholders.
Contribution. If the indemnification provided for in Section 1(a) above is,under [Section 1.6] is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with the Indemnitee, as the case may be (or would be jointly liable if joined),Losses, then the Company, in lieu of indemnifying the Indemnitee thereunder,Company shall contribute to the amount actually and reasonably incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses or liabilitiesIndemnified Party, in such proportion as is appropriate to reflect # the relative benefits received by the Company and the Indemnitee, and # the relative fault of the Company and the IndemniteeIndemnified Party in connection with the actionactions, statements or inactionomissions that resulted in such losses, claims, damages, expenses or liabilities,Losses as well as any other relevant equitable considerations. The relative fault of the Company and the IndemniteeIndemnified Party shall be determined by reference to, among other things, whether theany action in question, including any untrue or allegedlyalleged untrue statement of a material fact or the omission or alleged omission to stateof a material factfact, has been taken or made by, or relates to information supplied byby, the Company or the IndemniteeIndemnified Party, and the partiesparties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities.
Section # Contribution. IfTo the fullest extent permissible under applicable law, if the indemnification provided for in Section 1(a) above is,this Agreement is unavailable to Indemnitee for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with the Indemnitee, as the case may be (or would be jointly liable if joined), thenwhatsoever, the Company, in lieu of indemnifying the Indemnitee thereunder,Indemnitee, shall contribute to the amount actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses to be paid in settlement and/or liabilitiesfor Expenses, in connection with any Proceeding in such proportion as is appropriatedeemed fair and reasonable in light of all of the circumstances in order to reflect # the relative benefits received by the Company and Indemnitee in connection with the Indemnitee, andevent(s) and/or transaction(s) giving rise to such Proceeding; and/or # the relative fault of the Company (and its directors, officers, employees and theagents) and Indemnitee in connection with the action such event(s) and/or inaction that resulted in such 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 losses, claims, damages, expenses or liabilities.transactions.
Contribution. If the indemnificationrights to be Indemnified provided for in Section 1(a) above is,this Deed are for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competenthaving jurisdiction to be unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with thean Indemnitee, as the case may be (or would be jointly liable if joined), then the Company, in lieu of indemnifyingIndemnifying Indemnitee, the Indemnitee thereunder,Company shall contributecontribute, to the fullest extent permitted by applicable law, to the amount actually and reasonably incurred and paid or payablerequired to be paid by the Indemnitee as a result of such losses, claims, damages, expenses Expenses # in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or liabilitiestransaction(s) giving cause to such Claim or # if the allocation provided by [clause (i) above] is not permitted by applicable law, in such proportion as is appropriate to reflect #not only the relative benefits received by the Company and the Indemnitee, and #referred to in [clause (i) above] but also the relative fault of the Company (and its directors, officers, company secretaries, employees, agents and thefiduciaries) and Indemnitee in connection with the action or inaction thatwhich resulted in such losses, claims, damages, expenses or liabilities,Expenses, 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 allegedlyalleged 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 losses, claims, damages, expensesstatement or liabilities.omission.
Contribution. IfSection #Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in Section 1(a) above is,this Agreement is unavailable to Indemnitee for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with the Indemnitee, as the case may be (or would be jointly liable if joined), thenwhatsoever, the Company, in lieu of indemnifying the Indemnitee thereunder,Indemnitee, shall contribute to the amount actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses to be paid in settlement and/or liabilitiesfor Expenses, in connection with any Proceeding in such proportion as is appropriatedeemed fair and reasonable in light of all of the circumstances in order to reflect # the relative benefits received by the Company and Indemnitee in connection with the Indemnitee, andevent(s) and/or transaction(s) giving rise to such Proceeding; and/or # the relative fault of the Company (and its directors, officers, employees and theagents) and Indemnitee in connection with the action such event(s) and/or inaction that resulted in such 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 losses, claims, damages, expenses or liabilities.transactions.
Section # Contribution. IfTo the fullest extent permissible under applicable law, if the indemnification provided for in Section 1(a) above is,this Agreement is unavailable to Indemnitee for any reason other than the statutory limitations of applicable law or as provided in Section 8, held by a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with the Indemnitee, as the case may be (or would be jointly liable if joined), thenwhatsoever, the Company, in lieu of indemnifying the Indemnitee thereunder,Indemnitee, shall contribute to the amount actually and reasonably incurred andby Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses to be paid in settlement and/or liabilitiesfor Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is appropriatedeemed 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 Indemnitee, andother 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 agents), on the Indemniteeone hand, and Indemnitee, on the other hand, in connection with the action such event(s) and/or inaction that resulted in such 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 losses, claims, damages, expenses or liabilities.transaction(s).
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.