Shared Liability. Notwithstanding Section 2.5(a) to the contrary, the Distributing Group and the Controlled Group shall share equally any Tax described in paragraph (a)(ii) or (a)(iii) if such Tax did not arise as a result of a Prohibited Action or breach of any representation warranty or covenant set forth in Section 11 by any member of the Distributing Group or the Controlled Group.
Shared Liability. If Damages arise out of Third Party claims that are subject to indemnification by Zogenix under Section 12.2 and also subject to indemnification by Durect under Section 12.1, then the Parties shall indemnify each other to the extent of their respective liability for the Damages. In the event that the Parties cannot agree to their respective indemnity obligations hereunder, a Party shall be free at any time to seek resolution of the respective indemnity obligations of the Parties under this Section 12 pursuant to the provisions set forth in Section 14.11.
Shared Liability. To the extent, if any, the same factual bases give rise both to a claim for indemnification by the Buyer against the Seller under Section 11.1, and a claim for indemnification by the Seller against the Buyer under Section 11.2, each party shall bear a proportion of the Losses resulting from such factual bases equal to such party's proportionate responsibility for such factual bases.
Shared Liability. In the event that a Claim involves allegations that the negligent, reckless or willful misconduct of each of Berlex and Cytogen contribute materially to any such liability, cost, loss or expense stemming from the Product, then Cytogen and Berlex each shall be responsible for that portion of said liability, cost, loss or expense to which such misconduct contributed.
Shared Liability. The parties agree that prior to the Effective Time, ATAPCO shall transfer to the Shared Liability Account or the Other Account $48.3 million in cash to be paid out pursuant to this Section 4.27.
Shared Liability. With respect to Environmental Liabilities resulting both from (i) acts, omissions and circumstances caused or existing prior to the Closing Date and (ii) acts, omissions and circumstances caused or existing on or after the Closing Date, Seller and Purchaser shall bear the respective liability prorated in relation to the degree of Environmental Liabilities which was caused or existing (a) prior to or (b) on or after the Closing Date.
Shared Liability. If both County and City are liable for any claims, damages, or attorney fees arising from the negligent or illegal acts of City and County in relation to the services provided under this Agreement, City and County are individually liable for the portion of the claims, damages, and attorney fees attributable to each that arise from their negligent or illegal acts or those of their respective employees and agents as determined by a court adjudicating the matter or as agreed in any settlement.
Shared Liability. Liability arising from infringement of a third party's patent rights relating to the Product being sold in the Territory or from product liabilities relating to the Product being sold in the Territory will be shared equally by the Parties as the Third Party Payment even if such liabilities are caused by performance of only one Party; provided, however, that any liability arising out of the negligence or willful misconduct of one Party or the breach of representations or warranties by one Party will not be shared by the other Party, in which case the responsible Party is liable for bearing the damages and other payments.
Shared Liability. With respect to any third party claim, action or proceeding in relation to which an Indemnifying Person is required to indemnify an Indemnified Person pursuant to this Article XIII (an "Indemnified Claim") that is combined or joined with one or more claims, actions or proceedings that are not Indemnified Claims or with respect to an Indemnified Claim under which both the Indemnified Person and the Indemnifying Person may be liable, which both desire to contest and control, the control of such claim, action or proceeding shall rest with the Person having the larger amount in dispute, and the Person in control may not settle or compromise any such claim without the prior written consent of the other Person (such consent not to be unreasonably withheld or delayed); provided, however, that if an Indemnifying Person may be obligated to indemnify an Indemnified Person with respect to any Indemnified Claim, the Indemnifying Person shall be deemed to have the amounts of such Indemnified Claim in dispute.
Shared Liability. In the event Damages arise out of Third Party claims which are subject to indemnification by Endo under Section 12.3 and also subject to indemnification by DURECT under Section 12.2, then the Parties shall indemnify each other to the extent of their respective liability for the Damages. Any Damages which arise out of Third Party claims which are not subject to indemnification by Endo under Section 12.3 or by DURECT under Section 12.2 shall be shared [* * *] by the Parties, and the Parties shall jointly and by mutual agreement defend or settle such claims. In the event that the Parties cannot agree to their respective indemnity obligations hereunder, a Party shall be free at any time to resolve the respective indemnity obligations of the Parties under this Section 12 pursuant to the arbitration provisions set forth in Section 16.13.
