Common use of Continuing Liabilities Upon Adjustment of Proportionate Interests Clause in Contracts

Continuing Liabilities Upon Adjustment of Proportionate Interests. (a) Any dilution or conversion of a Shareholder’s Proportionate Interest under this Article 8 shall not relieve such Shareholder of its share of any liabilities, obligations, costs, expenses (including legal fees), losses, claims, debts, demands, damages, suits, actions and causes of action, penalties or fines (the “Continuing Liabilities”) arising out of Operations conducted prior to each such dilution or conversion. (b) For the purposes of this Article 8, such Shareholder’s share of Continuing Liabilities arising out of Operations conducted prior to each such dilution or conversion shall be equal to its Proportionate Interest at the time the Continuing Liability was incurred (or the facts or circumstances giving rise to such Continuing Liability occurred) and, for greater certainty, not equal to its diluted or converted Proportionate Interest resulting from such dilution or resulting in such conversion.