Share of liability Clause Samples

The 'Share of liability' clause defines how responsibility for losses, damages, or claims is divided among the parties involved in an agreement. Typically, this clause outlines the proportion or method by which each party will bear liability, which may be based on factors such as fault, contribution, or contractual roles. For example, in a joint venture, each partner might be liable for damages in proportion to their ownership percentage. The core function of this clause is to allocate risk fairly and transparently, preventing disputes by clarifying each party's financial and legal responsibilities in advance.
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. THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNIFYING PARTY WRITTEN NOTICE (A “CLAIM NOTICE”) OF ANY CLAIM RECEIVED RELATED TO THIS CONTRACT. THE INDEMNIFYING PARTY’S DUTY TO DEFEND APPLIES IMMEDIATELY. THE INDEMNIFIED PARTY’S FAILURE TO PROVIDE A CLAIM NOTICE TO THE INDEMNIFYING PARTY DOES NOT RELIEVE THE INDEMNIFYING PARTY OF ITS DUTY TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE INDEMNIFIED PARTY.
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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. If any ▇▇▇▇▇ Stockholder ("Paying Stockholder") is required to pay or is held liable for any amount with respect to an indemnified claim, each of the other ▇▇▇▇▇ Stockholders ("Remaining ▇▇▇▇▇ 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). 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.
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Related to Share of liability

  • Measure of Liability Neither ▇▇▇▇▇▇ ▇▇▇ nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ 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.