Common use of Allocation of Liability Clause in Contracts

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each Borrower's liability (other than Holdings') under the Notes shall be limited to the Maximum Credit Liability for each Borrower as determined at the earlier of the date of commencement of a case under Title 11 of the United States Code (or any successor provision) in which such Borrower is a debtor or the date enforcement is sought hereunder or under the Notes; PROVIDED, HOWEVER, that each Borrower shall be jointly and severally liable for all advances, charges, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.6. (b) Each Borrower agrees that in the event of (i) the dissolution or insolvency of any Borrower, (ii) the inability of any Borrower to pay its debts as they become due, (iii) an assignment by any Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Borrower alleging that such Borrower is insolvent or unable to pay its debts as they become due, and whether or not such event shall occur at a time when the Obligations are not then due and payable, the other Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. Each Borrower agrees that upon the filing by or against any other Borrower of any proceeding under any present or future provision of the United States Bankruptcy Code, or any other similar federal or state statute, other Borrowers shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower for any liability incurred by the other Borrowers under the terms of the Loan Documents. Each Borrower agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. (c) Each Borrower further agrees that, to the extent that any Borrower makes a payment to Agent, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another Borrower, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Allocation of Liability. (a) 6.1 Notwithstanding anything herein to the contrary, the Obligations of each Borrower's liability Borrower (other than Holdings'Parent) to Provident under the Notes Loan Agreement, the December Agreement, this Agreement and all documents executed in connection therewith and herewith shall be limited to the Maximum Credit Liability (as defined below) for each Borrower as determined at the earlier of the date of commencement of a case under Title 11 of the United States Code (or any successor provision) in which such Borrower is a debtor or the date enforcement is sought hereunder or under the Notessuch agreements; PROVIDEDprovided, HOWEVERhowever, that each Borrower shall be jointly and severally liable for all advances, charges, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender Bank in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.6. (b) 6.2 Each Borrower agrees that in the event of (i) the dissolution or insolvency of any Borrower, other than Technical Metals or Quality Toys, (ii) the inability of any Borrower Borrower, other than Technical Metals or Quality Toys, to pay its debts as they become due, (iii) an assignment by any Borrower for the benefit of its creditorscreditors other than Technical Metals or Quality Toys, or (iv) the institution of any bankruptcy or other proceeding by or against any Borrower alleging that such Borrower is insolvent or unable to pay its debts as they become due, and whether or not such event shall occur at a time when the Obligations are not then due and payable, the other Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payabledemand. Each Borrower agrees that upon the filing by or against any other Borrower of any proceeding under any present or future provision of the United States Bankruptcy Code, or any other similar federal or state statute, other Borrowers shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower for any liability incurred by the other Borrowers under the terms of this Agreement or the Loan DocumentsAgreement. Each Borrower agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders Banks upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. (c) . Each Borrower further agrees that, to the extent that any Borrower makes a payment to AgentBank, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another Borrower, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. 6.3 For purposes of this Agreement the following terms shall have the following definitions:

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each Borrower's liability (other than Holdings') under the Notes shall be limited to the Maximum Credit Liability for each Borrower as determined at the earlier of the date of commencement of a case under Title 11 of the United States Code (or any successor provision) in which such Borrower is a debtor or the date enforcement is sought hereunder or under the Notes; PROVIDED, HOWEVER, that each Borrower shall be jointly and severally liable for all advances, charges, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender Bank in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.611.5. (b) Each Borrower agrees that in the event of (i) the dissolution or insolvency of any Borrower, (ii) the inability of any Borrower to pay its debts as they become due, (iii) an assignment by any Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Borrower alleging that such Borrower is insolvent or unable to pay its debts as they become due, and whether or not such event shall occur at a time when the Obligations are not then due and payable, the other Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. Each Borrower agrees that upon the filing by or against any other Borrower of any proceeding under any present or future provision of the United States Bankruptcy Code, or any other similar federal or state statute, other Borrowers shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower for any liability incurred by the other Borrowers under the terms of the Loan Documents. Each Borrower agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders Banks upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. (c) . Each Borrower further agrees that, to the extent that any Borrower makes a payment to Agent, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another Borrower, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each Borrower's liability (other than Holdings'Romacorp's) under the Revolving Credit Notes shall be limited to the Maximum Credit Liability for each Borrower as determined at the earlier of the date of commencement of a case under Title 11 of the United States Code (or any successor provision) in which such Borrower is a debtor or the date enforcement is sought hereunder or under the Notes; PROVIDED, HOWEVER, that each Borrower shall be jointly and severally liable for all advances, charges, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.6.case (b) Each Borrower agrees that in the event of (i) the dissolution or insolvency of any Borrower, (ii) the inability of any Borrower to pay its debts as they become due, (iii) an assignment by any Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Borrower alleging that such Borrower is insolvent or unable to pay its debts as they become due, and whether or not such event shall occur at a time when the Obligations are not then due and payable, the other Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. Each Borrower agrees that upon the filing by or against any other Borrower of any proceeding under any present or future provision of the United States Bankruptcy Code, or any other similar federal or state statute, other Borrowers shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower for any liability incurred by the other Borrowers under the terms of the Loan Documents. Each Borrower agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. (c) . Each Borrower further agrees that, to the extent that any Borrower makes a payment to Agent, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another Borrower, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each Borrower's liability (other than HoldingsQEP's') under the Notes Note shall be limited to the Maximum Credit Liability for each Borrower as determined at the earlier of the date of commencement of a case under Title 11 of the United States Code (or any successor provision) in which such Borrower is a debtor or the date enforcement is sought hereunder or under the NotesNote; PROVIDEDprovided, HOWEVERhowever, that each Borrower shall be jointly and severally liable for all advances, charges, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.6. (b) Each Borrower agrees that in the event of (i) the dissolution or insolvency of any Borrower, (ii) the inability of any Borrower to pay its debts as they become due, (iii) an assignment by any Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Borrower alleging that such Borrower is insolvent or unable to pay its debts as they become due, and whether or not such event shall occur at a time when the Obligations are not then due and payable, the other Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. Each Borrower agrees that upon the filing by or against any other Borrower of any proceeding under any present or future provision of the United States Bankruptcy Code, or any other similar federal or state statute, other Borrowers shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower for any liability incurred by the other Borrowers under the terms of the Loan Documents. Each Borrower agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders Lender upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. (c) . Each Borrower further agrees that, to the extent that any Borrower makes a payment to Agentpayment, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another Borrower, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each BorrowerGuarantor's liability (other than Holdings') under the Notes hereunder shall be limited to the Maximum Credit Guaranty Liability for each Borrower Guarantor as determined at the earlier of the date of commencement of a case under Title 11 of the United States Code Bankruptcy Code, (or any successor provisionprovisions) in which such Borrower Guarantor is a debtor or the date enforcement is sought hereunder or under the Notes; PROVIDED, HOWEVER, that each Borrower Guarantor shall be jointly and severally liable for all advances, charges, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.6Article 2. (b) Each Borrower Guarantor agrees that in the event of (i) the dissolution or insolvency of any BorrowerGuarantor, (ii) the inability of any Borrower Guarantor to pay its debts as they become due, (iii) an assignment by any Borrower Guarantor for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Borrower Guarantor alleging that such Borrower Guarantor is insolvent or unable to pay its debts as they become due, and whether or not such event shall occur at a time when the Obligations are not then due and payable, the other Borrowers Guarantors shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. Each Borrower Guarantor agrees that upon the filing by or against any other Borrower Guarantor of any proceeding under any present or future provision of the United States Bankruptcy Code, Code or any other similar federal or state statute, until payment in full of the Obligations as set forth herein, other Borrowers Guarantors shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower Guarantor for any liability incurred by the other Borrowers Guarantors under the terms of the Loan Documents. Each Borrower Guarantor agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders upon the bankruptcy or reorganization of any BorrowerGuarantor, any other Person or otherwise. (c) Each Borrower . Guarantor further agrees that, to the extent that any Borrower Guarantor makes a payment to Agent, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another BorrowerGuarantor, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Allocation of Liability. Without limiting the generality of Section 5.5(g): (ai) GE and its Affiliates shall be solely responsible for (A) Claims for Welfare Benefits and for workers' compensation, in each case that are incurred by or with respect to any SC Business Employee before his or her Transfer Date; (B) Claims relating to COBRA Coverage attributable to "qualifying events" with respect to any SC Business Employee and his or her beneficiaries and dependents that occur on or before such SC Business Employee's Transfer Date; (C) Claims for Welfare Benefits and for workers' compensation, in each case that are incurred by or with respect to any SC Business Employee who does not become an SC Continuing Employee, whether incurred before, on or after the Closing Date; (D) Claims relating to COBRA Coverage attributable to "qualifying events" with respect to any SC Business Employee who does 108 not become an SC Continuing Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; (E) Claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any OSi Continuing Employee on or after his or her Transfer Date; and (F) Claims relating to COBRA Coverage attributable to "qualifying events" with respect to any OSi Continuing Employee and his or her beneficiaries and dependents that occur after such OSi Continuing Employee's Transfer Date; (ii) Crompton and its Affiliates shall be solely responsible for (A) Claims for Welfare Benefits and for workers' compensation, in each case that are incurred by or with respect to any OSi Business Employee before his or her Transfer Date; (B) Claims relating to COBRA Coverage attributable to "qualifying events" with respect to any OSi Business Employee and his or her beneficiaries and dependents that occur on or before such OSi Business Employee's Transfer Date; (C) Claims for Welfare Benefits and for workers' compensation, in each case that are incurred by or with respect to any OSi Business Employee who does not become an OSi Continuing Employee, whether incurred before, on or after the Closing Date; (D) Claims relating to COBRA Coverage attributable to "qualifying events" with respect to any OSi Business Employee who does not become an OSi Continuing Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; (E) Claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any SC Continuing Employee on or after his or her Transfer Date, and (F) Claims relating to COBRA Coverage attributable to "qualifying events" with respect to any SC Continuing Employee and his or her beneficiaries and dependents that occur after such SC Continuing Employee's Transfer Date; (iii) Notwithstanding anything herein else contained in this Section 5.7(a), in the event that the parties enter into the Employee Lease Agreement, the allocation of liabilities with respect to Claims for Welfare Benefits incurred by OSi Bargaining Employees during the contrary, each Borrower's liability (other than Holdings') under the Notes term of such Employee Lease Agreement shall be limited to governed by such Employee Lease Agreement; and (iv) For purposes of this Section 5.7(a), a Claim is deemed incurred when the Maximum Credit Liability for each Borrower as determined at services that are the earlier subject of the date of commencement of a case under Title 11 of the United States Code (or any successor provision) in which such Borrower is a debtor or the date enforcement is sought hereunder or under the NotesClaim are performed; PROVIDED, HOWEVER, that each Borrower shall be jointly and severally liable for all advancesin the case of life insurance, chargesa Claim is deemed incurred when the death occurs, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.6. (b) Each Borrower agrees that in the event case of disability benefits, a Claim is deemed incurred when the illness or condition that gives rise to the disability first occurs, and that, in the case of a hospital stay, all Claims for medical services rendered and medical supplies provided during such stay are deemed incurred when the Employee or beneficiary first enters the hospital; PROVIDED, FURTHER, HOWEVER, that a Claim for disability shall be deemed incurred on the date such Claim is made if such Claim is made after (iA) the dissolution 18-month anniversary of the Closing Date, in the case of a Claim in connection with a work-related illness or insolvency of any Borrower, (ii) the inability of any Borrower to pay its debts as they become due, (iii) an assignment by any Borrower for the benefit of its creditorscondition, or (ivB) the institution first anniversary of any bankruptcy or other proceeding by or against any Borrower alleging that such Borrower is insolvent or unable to pay its debts as they become duethe Closing Date, and whether or not such event shall occur at in the case of a time when the Obligations are not then due and payable, the other Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. Each Borrower agrees that upon the filing by or against Claim in connection with any other Borrower of any proceeding under any present illness or future provision of the United States Bankruptcy Code, or any other similar federal or state statute, other Borrowers shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower for any liability incurred by the other Borrowers under the terms of the Loan Documents. Each Borrower agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders upon the bankruptcy or reorganization of any Borrower, any other Person or otherwisecondition. (c) Each Borrower further agrees that, to the extent that any Borrower makes a payment to Agent, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another Borrower, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each Borrower's liability (other than Holdings') under the Notes shall be limited to the Maximum Credit Liability for each Borrower as determined at the earlier of the date of commencement of a case under Title 11 of the United States Code (or any successor provision) in which such Borrower is a debtor or the date enforcement is sought hereunder or under the Notes; PROVIDEDprovided, HOWEVERhowever, that each Borrower shall be jointly and severally liable for all advances, charges, costs and expenses, including reasonable attorneys' fees incurred or paid by Agent or any Lender Bank in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof, including without limitation those additional costs, claims and damages set forth in Section 11.611.5. (b) Each Borrower agrees that in the event of (i) the dissolution or insolvency of any Borrower, (ii) the inability of any Borrower to pay its debts as they become due, (iii) an assignment by any Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Borrower alleging that such Borrower is insolvent or unable to pay its debts as they become due, and whether or not such event shall occur at a time when the Obligations are not then due and payable, the other Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. Each Borrower agrees that upon the filing by or against any other Borrower of any proceeding under any present or future provision of the United States Bankruptcy Code, or any other similar federal or state statute, other Borrowers shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Borrower for any liability incurred by the other Borrowers under the terms of the Loan Documents. Each Borrower agrees that this provision shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal, interest or any other amount with respect to the Obligations is rescinded or must otherwise be restored by Agent or the Lenders Banks upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. (c) . Each Borrower further agrees that, to the extent that any Borrower makes a payment to Agent, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to another Borrower, its estate, trustee, receiver or any other party, including without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.