Common use of Allocation of Liability Clause in Contracts

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each Issuer's liability under the Notes shall be limited to the sum of (i) the value received by such Issuer in connection with the issuance of the Notes, and (ii) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may be liable under applicable federal and state laws relating to the insolvency of debtors. 25 25 (b) Each Issuer agrees that in the event of (i) the dissolution or insolvency of any Issuer, (ii) the inability of any Issuer to pay its debts as they become due, (iii) an assignment by any Issuer for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Issuer alleging that such Issuer 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 Issuer shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) Each Issuer further agrees that, to the extent that either Issuer makes a payment to Agent or Purchaser, 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 the other Issuer, 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 term of such Employee Lease Agreement shall be governed by such Employee Lease Agreement; and (iv) For purposes of this Section 5.7(a), a Claim is deemed incurred when the services that are the subject of the Claim are performed; PROVIDED, HOWEVER, that in the case of life insurance, a Claim is deemed incurred when the death occurs, that in the case of disability benefits, a Claim is deemed incurred when the illness or condition that gives rise to the contrarydisability first occurs, each Issuer's liability under and that, in the Notes 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 limited to deemed incurred on the sum of date such Claim is made if such Claim is made after (iA) the value received by such Issuer 18-month anniversary of the Closing Date, in the case of a Claim in connection with the issuance of the Notes, and (ii) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may be liable under applicable federal and state laws relating to the insolvency of debtors. 25 25 (b) Each Issuer agrees that in the event of (i) the dissolution a work-related illness or insolvency of any Issuer, (ii) the inability of any Issuer to pay its debts as they become due, (iii) an assignment by any Issuer for the benefit of its creditorscondition, or (ivB) the institution first anniversary of any bankruptcy or other proceeding by or against any Issuer alleging that such Issuer 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 Issuer shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) Each Issuer further agrees that, to the extent that either Issuer makes a payment to Agent or Purchaser, 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 the other Issuer, its estate, trustee, receiver or Claim in connection with any other party, including without limitation, under any bankruptcy law, state illness 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 occurredcondition.

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each IssuerBorrower's liability (other than Romacorp's) under the Revolving Credit Notes shall be limited to the sum of (i) Maximum Credit Liability for each Borrower as determined at the value received by such Issuer in connection with the issuance earlier of the Notes, and (ii) without duplication date of amounts included in clause (i), the maximum amount for which such Issuer may be liable under applicable federal and state laws relating to the insolvency commencement of debtors. 25 25a case (b) Each Issuer Borrower agrees that in the event of (i) the dissolution or insolvency of any IssuerBorrower, (ii) the inability of any Issuer Borrower to pay its debts as they become due, (iii) an assignment by any Issuer Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Issuer Borrower alleging that such Issuer 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 Issuer Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) . Each Issuer 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. Each Borrower further agrees that, to the extent that either Issuer any Borrower makes a payment to Agent or PurchaserAgent, 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 the other Issueranother 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 IssuerGuarantor's liability under the Notes hereunder shall be limited to the sum of (i) Maximum Guaranty Liability for Guarantor as determined at the value received by such Issuer in connection with the issuance earlier of the Notesdate of commencement of a case under Title 11 of the United States Bankruptcy Code, and (iior any successor provisions) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may Guarantor is a debtor or the date enforcement is sought hereunder or under the Notes; PROVIDED, HOWEVER, that Guarantor shall be jointly and severally liable under applicable federal for all advances, charges, costs and state laws relating to the insolvency of debtors. 25 25expenses, 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 Article 2. (b) Each Issuer Guarantor agrees that in the event of (i) the dissolution or insolvency of any IssuerGuarantor, (ii) the inability of any Issuer Guarantor to pay its debts as they become due, (iii) an assignment by any Issuer Guarantor for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Issuer Guarantor alleging that such Issuer 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 Issuer Guarantors shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) Each Issuer . Guarantor agrees that upon the filing by or against any other Guarantor of any proceeding under any present or future provision of the United States Bankruptcy Code or any other similar federal or state statute, until payment in full of the Obligations as set forth herein, other Guarantors shall have no right to contribution, indemnification, or any recourse whatsoever against the bankrupt Guarantor for any liability incurred by the other Guarantors under the terms of the Loan Documents. 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 Guarantor, any other Person or otherwise. Guarantor further agrees that, to the extent that either Issuer Guarantor makes a payment to Agent or PurchaserAgent, 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 the other Issueranother Guarantor, 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 Issuer's liability Borrower (other than 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 sum of Maximum Credit Liability (ias defined below) for each Borrower as determined at the value received by such Issuer in connection with the issuance earlier of the Notes, and date of commencement of a case under Title 11 of the United States Code (iior any successor provision) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may Borrower is a debtor or the date enforcement is sought under such agreements; provided, however, that each Borrower shall be jointly and severally liable under applicable federal for all advances, charges, costs and state laws relating to the insolvency of debtors. 25 25expenses, including reasonable attorneys' fees incurred or paid by Bank in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof. (b) 6.2 Each Issuer Borrower agrees that in the event of (i) the dissolution or insolvency of any IssuerBorrower, other than Technical Metals or Quality Toys, (ii) the inability of any Issuer Borrower, other than Technical Metals or Quality Toys, to pay its debts as they become due, (iii) an assignment by any Issuer 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 Issuer Borrower alleging that such Issuer 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 Issuer Borrowers shall pay the Obligations promptly upon demand demand. 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 Agreement. 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 were then due and payable. (c) is rescinded or must otherwise be restored by Agent or the Banks upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. Each Issuer Borrower further agrees that, to the extent that either Issuer any Borrower makes a payment to Agent or PurchaserBank, 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 the other Issueranother 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 IssuerBorrower's liability (other than Holdings') under the Notes shall be limited to the sum of (i) Maximum Credit Liability for each Borrower as determined at the value received by such Issuer in connection with the issuance earlier of the Notes, and date of commencement of a case under Title 11 of the United States Code (iior any successor provision) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may 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 under applicable federal for all advances, charges, costs and state laws relating to the insolvency of debtors. 25 25expenses, including reasonable attorneys' fees incurred or paid by Agent or any 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 11.5. (b) Each Issuer Borrower agrees that in the event of (i) the dissolution or insolvency of any IssuerBorrower, (ii) the inability of any Issuer Borrower to pay its debts as they become due, (iii) an assignment by any Issuer Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Issuer Borrower alleging that such Issuer 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 Issuer Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) . Each Issuer 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 Banks upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. Each Borrower further agrees that, to the extent that either Issuer any Borrower makes a payment to Agent or PurchaserAgent, 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 the other Issueranother 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 IssuerBorrower's liability (other than Holdings') under the Notes shall be limited to the sum of (i) Maximum Credit Liability for each Borrower as determined at the value received by such Issuer in connection with the issuance earlier of the Notes, and date of commencement of a case under Title 11 of the United States Code (iior any successor provision) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may 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 under applicable federal for all advances, charges, costs and state laws relating to the insolvency of debtors. 25 25expenses, 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 Issuer Borrower agrees that in the event of (i) the dissolution or insolvency of any IssuerBorrower, (ii) the inability of any Issuer Borrower to pay its debts as they become due, (iii) an assignment by any Issuer Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Issuer Borrower alleging that such Issuer 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 Issuer 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 Issuer Borrower further agrees that, to the extent that either Issuer any Borrower makes a payment to Agent or PurchaserAgent, 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 the other Issueranother 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 IssuerBorrower's liability (other than QEP's') under the Notes Note shall be limited to the sum of (i) Maximum Credit Liability for each Borrower as determined at the value received by such Issuer in connection with the issuance earlier of the Notes, and date of commencement of a case under Title 11 of the United States Code (iior any successor provision) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may Borrower is a debtor or the date enforcement is sought hereunder or under the Note; provided, however, that each Borrower shall be jointly and severally liable under applicable federal for all advances, charges, costs and state laws relating to the insolvency of debtors. 25 25expenses, including reasonable attorneys' fees incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement or any enforcement thereof. (b) Each Issuer Borrower agrees that in the event of (i) the dissolution or insolvency of any IssuerBorrower, (ii) the inability of any Issuer Borrower to pay its debts as they become due, (iii) an assignment by any Issuer Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Issuer Borrower alleging that such Issuer 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 Issuer Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) . Each Issuer 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 Lender upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. Each Borrower further agrees that, to the extent that either Issuer any Borrower makes a payment to Agent or Purchaserpayment, 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 the other Issueranother 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 It is the express intention of the Parties that NCRA assumes the risk of and agrees to indemnify, defend and hold harmless SMART, or any agent, contractor, lessee or license of SMART, from any orders, directives, judgments, causes of action, penalties, fees, claims, costs, liabilities, damages, losses and expense (including without limitation court costs and attorneys’ fees and all costs of investigating, remediating, or responding to the contraryexistence of a claim), each Issuer's liability under the Notes shall be limited to the sum or demands of whatsoever nature for source for (i) the value received by such Issuer in connection with the issuance personal injury to or death of the Notes, and persons whomsoever; (ii) property damage or destruction of whatsoever nature (including without duplication limitation damage to property of amounts included SMART or NCRA, or property in clause (iNCRA’s care, custody or control, and third party property), the maximum amount for which such Issuer may be liable under applicable federal and state laws relating to the insolvency of debtors. 25 25 (b) Each Issuer agrees that in the event of (i) the dissolution or insolvency of any Issuer, (ii) the inability of any Issuer to pay its debts as they become due, (iii) an assignment by violation of any Issuer for the benefit of its creditors, Applicable Laws; or (iv) the institution breach of any bankruptcy this Agreement (collectively, “Claims”) when such Claims arise out of acts or other proceeding by or against any Issuer alleging that such Issuer is insolvent or unable to pay its debts as they become due, and omissions (whether or not such event shall occur at a time when the Obligations are not then due and payablenegligent) of NCRA or any agent, the other Issuer contractor, lessee or licensee of NCRA occurring on the Subject Segments after the Execution Date and before the termination of this Agreement; except that NCRA shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) Each Issuer further agrees thatnot indemnify, defend or hold harmless SMART, or any agent, contractor, lessee or licensee of SMART, to the extent that either Issuer makes a payment to Agent the Claim arises out of or Purchaserin connection with acts, which payment omissions or payments negligence of SMART, or any part thereof are subsequently invalidatedagent, declared contractor, lessee or licensee of SMART or is otherwise covered by SECTION 10.01 (b) (b) It is the express intention of the Parties that SMART assumes the risk of and agrees to be fraudulent indemnify, defend and hold harmless NCRA, or preferentialany agent, set aside contractor, lessee or otherwise required to be repaid licensee of NCRA, from any orders, directives, judgments, causes of action, penalties, fees, claims costs, liabilities, damages, losses and expense (including without limitation court costs and attorneys’ fees and all costs of investigating, remediating, or responding to the other Issuerexistence of a claim), its estateor demands of whatsoever nature or source for (i) personal injury to or death of persons whomsoever; (ii) property damage or destruction of whatsoever nature (including without limitation damage to property of NCRA or SMART, trusteeor property in SMART’s care, receiver custody or control, and third party property); (iii) violation of any Applicable Laws; or (iv) breach of this Agreement (collectively, “Claims”) when such Claims arise out of acts or omissions (whether or not negligent) of SMART or any other partyagent, including without limitationcontractor, under lessee or licensee of SMART occurring on the Subject Segments after the Execution Date and before the termination of this Agreement; except that SMARMT shall not indemnify, defend or hold harmless NCRA, or any bankruptcy lawagent, state contractor, lessee or federal lawlicensee of NCRA, common law or equitable cause, then to the extent that the Claim arises out of such payment or repaymentin connection with acts, the obligation omissions or part thereof which has been paidnegligence of NCRA, reduced or satisfied any agent, contractor, lessee or licensee of NCRA or is otherwise covered by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurredSECTION 10.01 (a).

Allocation of Liability. (a) Notwithstanding anything herein to the contrary, each IssuerBorrower's liability (other than Holdings') under the Notes shall be limited to the sum of (i) Maximum Credit Liability for each Borrower as determined at the value received by such Issuer in connection with the issuance earlier of the Notes, and date of commencement of a case under Title 11 of the United States Code (iior any successor provision) without duplication of amounts included in clause (i), the maximum amount for which such Issuer may 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 under applicable federal for all advances, charges, costs and state laws relating to the insolvency of debtors. 25 25expenses, including reasonable attorneys' fees incurred or paid by Agent or any 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 11.5. (b) Each Issuer Borrower agrees that in the event of (i) the dissolution or insolvency of any IssuerBorrower, (ii) the inability of any Issuer Borrower to pay its debts as they become due, (iii) an assignment by any Issuer Borrower for the benefit of its creditors, or (iv) the institution of any bankruptcy or other proceeding by or against any Issuer Borrower alleging that such Issuer 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 Issuer Borrowers shall pay the Obligations promptly upon demand as if the Obligations were then due and payable. (c) . Each Issuer 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 Banks upon the bankruptcy or reorganization of any Borrower, any other Person or otherwise. Each Borrower further agrees that, to the extent that either Issuer any Borrower makes a payment to Agent or PurchaserAgent, 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 the other Issueranother 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.