Liability Allocation Clause Samples
Liability Allocation. Notwithstanding the joint and several liability between the Managing Partner and the General Partners, they hereby agree that each shall be solely and individually responsible only for his pro rata share (calculated in accordance with each such Member’s Distribution Percentage Interest) of liabilities and obligations of the Partnership, and any Partner who incurs liability in excess shall be entitled to contribution from other such Partners.
Liability Allocation. Buyer will have no responsibility, or liability with respect to any Ethanol deliverable under this Agreement until Delivery to Buyer as described in Section 11.1.
Liability Allocation. Liability associated with claims in connection with Shared Transactions supported by a Cash-Only MC will be allocated as follows:
Liability Allocation. For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of OP within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in OP profits shall be equal to such Holder’s Percentage Interest (as defined in the OP LLC Agreement) with respect to Membership Common Units. OP shall maintain on a continuous basis during the five-year period beginning on the Closing Date an amount of liabilities payable or owed to third parties that are not guaranteed by CFI or a related party of CFI (other than OP, any Subsidiary or Affiliate of OP, any Contributor or Affiliate thereof, or any joint venture or other entity in which OP owns a direct or indirect interest) and not otherwise recourse to CFI in an amount that is at least equal to $350,000,000. For purposes of the prior sentence, (liabilities shall include (A) any liabilities owed by any joint venture or other entity in which OP owns a direct or indirect interest, to the extent of such interest and (B) liabilities incurred under the Credit Agreement, dated August 6, 2013, as amended by the First Amendment, as dated January 29, 2014, and the Second Amendment, as dated December 12, 2014 among CFI, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders (the “Credit Agreement”), but only to the extent the REIT Guaranty (as defined in the Credit Agreement) has been amended in the manner described in the proviso contained in the definition of “REIT Guaranty”, and in such case, the REIT Guaranty shall not be treated as a guaranty by CFI or as causing such liability to be recourse to CFI. OP shall elect to allocate excess nonrecourse liabilities to CC to the maximum extent permitted under the “additional method” described in Regulations Section 1.752-3(a)(3) as regards to the amount of built-in gain allocated to a Member on section 704(c) property. Notwithstanding the above, the requirements of this Section 7.18 shall be treated as having been satisfied at any given time so long as $50,000,000 of liabilities are allocated to CC and/or directly or indirectly to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. in accordance with Section 752 of the Code and the Regulations at such time.
Liability Allocation. Buyer will have no responsibility, or liability with respect to any Fuel Ethanol deliverable under this Agreement until Delivery to Buyer as described in Section 11.1. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Liability Allocation. (a) The Buyer assumes full responsibility and liability for:
(i) Implementation and deployment decisions
(ii) Regulatory and healthcare compliance
(iii) Medical recommendations and outcomes
(iv) Data protection and privacy
(v) System modifications and enhancements
(vi) Integration with third-party systems
(b) The Seller's liability is strictly limited to:
(i) Delivery of specified Development Work
(ii) Documented assistance obligations
(iii) Non-infringement of third-party IP rights
(c) The Buyer shall indemnify and hold harmless the Seller from:
(i) Implementation decisions
(ii) Regulatory compliance issues
(iii) Medical or healthcare outcomes
(iv) Data protection or privacy issues
(v) System modifications or enhancements
(vi) Third-party claims arising from ▇▇▇▇▇'s use or deployment
(d) The Seller specifically disclaims all liability for:
(i) Medical or healthcare outcomes
(ii) Supplement recommendations and interactions
(iii) Healthcare regulatory compliance
(iv) Clinical or medical use of the system
(v) Data protection and privacy compliance
(vi) Implementation decisions by the Buyer
(e) The Buyer agrees to defend, indemnify and hold harmless the Seller from any claims arising from:
(i) Medical or healthcare outcomes (ii) Regulatory compliance issues
Liability Allocation