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142 <br /> party shall have reasonably concluded that there may be legal defenses available to it and/or <br /> other indemnified parties which are different from or additional to those available to the <br /> indemnifying party; (iii) the indemnifying party shall not have employed counsel <br /> satisfactory to the indemnified party to represent the indemnified party within a reasonable <br /> time after notice of the institution of such action; or (iv) the indemnifying party shall <br /> authorize the indemnified party to employ separate counsel at the expense of the <br /> indemnifying party. An indemnifying party will not, without the prior written consent of <br /> the indemnified parties, settle or compromise or consent to the entry of any judgment with <br /> respect to any pending or threatened claim, action, suit or proceeding in respect of which <br /> indemnification or contribution may be sought hereunder (whether or not the indemnified <br /> parties are actual or potential parties to such claim or action) unless such settlement, <br /> compromise or consent includes an unconditional release of each indemnified party from <br /> all liability arising out of such claim, action, suit or proceeding. <br /> In the event that the indemnity provided herein is unavailable or insufficient <br /> to hold harmless an indemnified party for any reason the County and the Underwriters <br /> agree to contribute to the aggregate losses, claims, damages and liabilities (including legal <br /> or other expenses reasonably incurred in connection with investigating or defending the <br /> same) to which the County and one or more of the Underwriters may be subject in such <br /> proportion as is appropriate to reflect the relative benefits received by the County on the <br /> one hand and by the Underwriters on the other from the offering. If the allocation provided <br /> by the immediately preceding sentence is unavailable for any reason, the County and the <br /> Underwriters shall contribute in such proportion as is appropriate to reflect not only such <br /> relative benefits but also the relative fault of the County on the one hand and of the <br /> Underwriters on the other in connection with the statements or omissions which resulted <br /> in such losses, as well as any other relevant equitable considerations. In no case shall any <br /> Underwriter(except as may be provided in any agreement among the Underwriters relating <br /> to the offering) be responsible for any amount in excess of the purchase discount or fee <br /> applicable to the Bonds purchased by such Underwriter hereunder. Benefits received by <br /> the County shall be deemed to be equal to the total net proceeds from the offering (before <br /> deducting expenses) received by it, and benefits received by the Underwriters shall be <br /> deemed to be equal to the total purchase discounts and commissions in each case set forth <br /> on the cover of the Official Statement. Relative fault shall be determined by reference to, <br /> among other things, whether any untrue or any alleged untrue statement of a material fact <br /> or the omission or alleged omission to state a material fact relates to information provided <br /> by the County on the one hand or the Underwriters on the other, the intent of the parties <br /> and their relative knowledge, information and opportunity to correct or prevent such untrue <br /> statement or omission. The County and the Underwriters agree that it would not be just and <br /> equitable if contribution were determined by pro rata allocation or any other method of <br /> allocation which does not take account of the equitable considerations referred to above. <br /> Notwithstanding the provisions of this paragraph no person guilty of fraudulent <br /> misrepresentation (within the meaning of Section I I(f) of the Securities Act) shall be <br /> entitled to contribution from any person who was not guilty of such fraudulent <br /> -16- <br />