Share of liability Sample Clauses

Share of liability. 6.1 The Insurer shall be liable to make payments under each ARP Policy incepting in the relevant Indemnity Period or under any arrangements made pursuant to paragraph 2.8 in accordance with its Percentage Liability. 6.2 The Percentage Liability of the Insurer in respect of each ARP Policy or under any arrangements made pursuant to paragraph 2.8 shall (subject to paragraphs 3.9 or 9.3 or 9.4) equal its Percentage Participation applicable on the date on which that ARP Policy or any such arrangements incepted. 6.3 The ARP Manager may at any time and from time to time demand from the Insurer an amount as specified by the ARP Manager for the purpose of making payments on behalf of the Insurer in accordance with its Percentage Liability. 6.4 The ARP Manager may at any time and from time to time demand from the Insurer an amount as specified by the ARP Manager for the purpose of meeting the administration and management costs and expenses (including any applicable Value Added Tax) of the ARP Manager, including without limitation in respect of all costs and expenses howsoever incurred (including where applicable, but without limitation, the amount of any claim paid and associated claimant’s costs) in respect of any claim handled by the ARP Manager in accordance with clause 12.1.2, provided that in each case any such demand is made at the same time from all Qualifying Insurers participating in the ARP at the date of the demand in accordance with the Percentage Liability of each such Insurer on the date of the demand. 6.5 If any demand under this paragraph 6 is made before the Notification Date in any Indemnity Period before the relevant Percentage Participation (or, as the case may be, the relevant Percentage Liability) of the Insurer has been determined, then any such demand may be made in accordance with the Initial Participation of the Insurer, provided that the ARP Manager shall make any adjustment necessary to the ARP Amount in respect of the Insurer to reflect any difference between the Insurer’s Initial Participation and the Insurer’s relevant Percentage Participation (or, as the case may be, the relevant Percentage Liability) within one month of the Notification Date. 6.6 The ARP Manager shall not make any demand from the Insurer under this paragraph 6 where: 6.6.1 the Insurer has paid the ARP Manager in full following all previous such demands; and 6.6.2 the ARP Manager holds sufficient premiums on trust for the Insurer from which to pay known and anticipa...
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Share of liability. 6.1 The Insurer shall be liable to make payments under each ARP Coverage, Run-off Cover, each other coverage arranged by the SPF Manager pursuant to paragraph 2.12 and any cover arranged by the SPF Manager through the ROF under Regulation 6(a) of the Regulations and/or in accordance with paragraphs 2.13 or 2.14 (or any of them) incepting in the relevant Indemnity Period in accordance with its Percentage Participation in respect of such Indemnity Period. 6.2 The Insurer shall be required to pay over to the SPF Manager on demand any sums requested by the SPF Manager for the purposes of settling any liability of the Insurer in accordance with paragraph 6.1. 6.3 The Insurer shall in addition be required to pay over to the SPF Manager on demand any sums requested by the SPF Manager representing: 6.3.1 the costs of establishment, administration, management, replacement and/or closure of the SPF, the ARP and the ROF and the SPF Management Committee (or any of them) (in accordance with the provisions of the SPF Management Agreement and, where not expressly provided for in the SPF Management Agreement, as determined by the SPF Manager in its absolute discretion); 6.3.2 the costs of handling any claim against an ARP Coverage and the costs of handling any claim against each other coverage arranged by the SPF Manager pursuant to paragraph 2.12; 6.3.3 the costs of handling any claim against a Run-off Cover and the costs of handling any claim against each other cover arranged by the SPF Manager through the ROF under Regulation 6(a) of the Regulations and/or in accordance with paragraphs 2.13 or 2.14; 6.3.4 the costs of handling, compromising or settling any claim required to be handled by the SPF Manager pursuant to clause 9.1.2 (including any costs awarded against a Firm that fall properly to be so paid by the ARP); 6.3.5 the costs of audit reports prepared in respect of those Firms which have provided written notice to the SPF Manager, pursuant to Regulation 8 of the Regulations, of their intention to cease practice and to enter the ROF in the next Indemnity Period (“Run-Off Audit Costs”). 6.4 Subject to paragraphs 3.6, 3.7 and 3.12, where a demand is made under paragraphs 6.2 or
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Share of liability. If any Xxxxx Stockholder ("Paying Stockholder") is required to pay or is held liable for any amount with respect to an indemnified claim, each of the other Xxxxx Stockholders ("Remaining Xxxxx Stockholders") shall be liable to the Paying Stockholder for, and shall contribute to and hold the Paying Stockholder harmless from and against, an amount equal to such Stockholder's proportionate share of such liability (based upon the aggregate dollar value of the Merger Consideration received by such Stockholder pursuant to the Merger Agreement) as adjusted to account for a default by any Stockholder in meeting its obligations hereunder. Any such amounts shall be paid within five days of the date any Paying Stockholder is held liable for, or is required to pay, an indemnified claim.
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Share of liability. 2.1 Vialta's share of taxes with respect to the ESS/Vialta Unfiled Returns and with respect to any adjustment to the ESS/Vialta Filed Returns shall, to the maximum extent possible, be determined as if Vialta had filed a separate tax return for the relevant period, applying the principles underlying the allocation method described in Treasury Regulation Section 1.1502-32(b)(3)(iv)(D).
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Share of liability. 2.1 Vialta's share of taxes with respect to the ESS/Vialta Unfiled Returns and with respect to any adjustment to the ESS/Vialta Filed Returns shall, to the maximum extent possible, be determined as if Vialta had filed a separate tax return for the relevant period, applying the principles underlying the allocation method described in Treasury Regulation Section 1.1502-32(b)(3)(iv)(D). 2.2 With respect to any ESS/Vialta Unfiled Returns: (i) Vialta shall be required to pay ESS to the extent that Vialta's separate company liability is reduced by the absorption of losses, credits or other tax attributes of ESS or affiliates of ESS other than Vialta; and (ii) ESS shall be required to pay Vialta to the extent that the absorption of Vialta's losses, credits or other tax attributes reduces the combined tax liability.
Sample 1

Related to Share of liability

  • Measure of Liability Neither Xxxxxx Xxx nor any of the directors, officers, employees or agents of Xxxxxx Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.

  • Nature of Liability The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

  • Scope of Liability Neither the Servicer or any subservicer appointed by it, nor any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be under any liability to the Master Servicer, the Trustee or, if applicable, the Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, any subservicer or any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer, any subservicer and any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Release of Liability Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

  • Disclaimer of Liability NASA is not restricted in, or liable for, the use, disclosure, or reproduction of Data without a restrictive notice or for Data Partner gives, or is required to give, the U.S. Government without restriction.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Sharing of Liability If any Underwriter defaults in its obligations: (a) pursuant to Section 5.1, 5.2 or 5.4 hereof, (b) to pay amounts charged to its account pursuant to Section 7.1, 7.2, or 8.1 hereof, or (c) pursuant to Section 9.2, 9.3, 9.4, 9.5, 9.6, or 11.1 hereof, you will assume your proportionate share (determined on the basis of the respective Underwriting Percentages of the non-defaulting Underwriters) of such obligations, but no such assumption will relieve any defaulting Underwriter from liability to the non-defaulting Underwriters, the Issuer, the Guarantor, or the Seller for its default.

  • Allocation of Liability It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing. The provisions of this Section 12.1 shall survive the Closing.

  • Warranty; Limitation of Liability 6.1 Nothing in this Agreement shall be deemed a warranty and any and all warranties in respect of the Program are exclusively set forth in the warranty policy available at xxx.xxxxxxxxxxx.xxx or upon Licensee's request. 6.2 In no event shall Licensor (including its officers, directors, employees and agents and its suppliers and licensors) be liable to Licensee (including any other entity or person related to or affiliated with Licensee) for any incidental, consequential, indirect, special or punitive damages whatsoever, or for any lost profits or revenue, lost business opportunities, lost or inaccessible data or information, or other pecuniary loss, arising out of or relating to this Agreement or the subject matter hereof, whether liability is asserted in contract or tort (including negligence or strict product liability) or otherwise, and irrespective of whether Licensor (including its officers, directors, employees and agents and its suppliers and licensors) has been advised of the possibility of any such damage or loss. 6.3 In no event shall Licensor's (including its officers, directors, employees and agents and its suppliers and licensors) aggregate liability under or arising out of or relating to this Agreement or the subject matter hereof exceed the Fees paid by Licensee to Licensor hereunder for the license of the applicable Program. LICENSEE ACKNOWLEDGES THAT THE PRICING OF THE PROGRAM AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF ITS LIABILITY. 6.4 The limitations of liability in Sections 6.1 and 6.2 above do not apply (a) with respect to product liability arising under laws implementing Council Directive 85/374/EEC of 25 July 1985 on the approximation of the laws, regulations and administrative provisions of the Member States concerning liability for defective products, to the extent liability cannot be contractually limited or disclaimed under such laws, (b) with respect to bodily injury, and (c) to the extent such damage or loss is the result of Licensor's intentional or grossly negligent conduct. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Licensee.

  • Disclaimer; Limitation of Liability 5.1 YOU USE THE WACOM SERVICES AT YOUR OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WACOM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT RELATED TO OR ARISING OUT OF THE WACOM SERVICES, ANY MATERIALS OR CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED OR MADE AVAILABLE THROUGH THE WACOM SERVICES, AS WELL AS WARRANTIES IMPLIED FROM ANY ALLEGED COURSE OF DEALING OR COURSE OF PERFORMANCE. WACOM DOES NOT WARRANT THAT THE WACOM SERVICES WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. WACOM ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE WACOM SERVICES. WACOM ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THE WACOM SERVICES. 5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WACOM SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WACOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE), HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER LEGAL THEORY. WACOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL IN NO EVENT EXCEED THE GREATER OF: (i) THE TOTAL OF ANY FEES WITH RESPECT TO ANY SERVICE OR PRODUCT PURCHASED THROUGH THE WACOM SERVICES IN THE SIX MONTHS PRIOR TO THE ACCRUAL OF THE INITIAL CLAIM AGAINST WACOM; OR (ii) US $100.00. Applicable law may not allow certain limitations or exclusions of liability, so some of the above limitations may not apply to you. Notwithstanding anything to the contrary in these Terms, nothing in these Terms excludes or limits Wacom’s liability for fraud or for death or personal injury caused by Wacom’s gross negligence. 5.3 These limitations of liability also apply for the benefit of Wacom’s directors, officers, employees, licensors, freelancers, subcontractors, representatives and agents of any kind. 5.4 For clarity, the warranties and liability of the relevant provider of any Offerings you may purchase from Wacom, its affiliates and/or any third parties through the Wacom Services are subject to the separate terms and conditions applicable to the relevant Offering, if any.

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