Pro Rata Liability. Notwithstanding anything to the contrary contained herein, the aggregate amount of Losses for which the Buyer Group shall be indemnified by any Seller under any provisions of this Section 9 (including in the circumstances where the limitations set forth in Sections 9.5.6(i)-(iii) do not apply) shall not exceed the amount equal to the lesser of: (x) such Seller’s pro rata portion of the Purchase Price and (y) such Seller’s pro rata portion of the Losses for which the Buyer Group is entitled to be indemnified (it being understood that a Seller’s “pro rata” portion shall be based on the percentages set forth next to each Seller’s name on Section 9 of the Schedules).
Pro Rata Liability. Without prejudice to the joint and several character of the liability of the Sellers towards the Purchaser under this Agreement the liability of any one Seller towards the Purchaser under this Agreement shall be limited to the proportion of the Cash
Pro Rata Liability. 24 10.4 Limitations of Century and Centennial Liabilities..................................... 24
Pro Rata Liability. In the event of a claim for Damages made by Century under Sections 3, 4 (exclusive of 4.1(a)) and 9 (exclusive of Damages arising out of a breach of Section 4.1(a)) of this Agreement), Century shall only be entitled to collect from each Warranting Shareholder a pro rata amount of the Damages resulting from such claim measured by dividing the Purchase Price received by that Warranting Shareholder by the total Purchase Price received by all of the Warranting Shareholders (and valuing the Century Shares at $2.00 per share) and multiplying the result by the amount of the Damages.
Pro Rata Liability. The liability of each Management Warrantor for any claim made under this Agreement shall be several (and not joint or joint and several). Where more than one Management Warrantor is liable in respect of a claim relating to any Management Warranty, the liability of each of the Management Warrantors who are so liable shall be equal to the proportion which that Management Warrantor’s Claim Proportion bears to the aggregate Claim Proportion of all of the Management Warrantors who are so liable.
Pro Rata Liability. This Company shall not be liable for a greater proportion or any loss than the amount hereby insured shall bear to the whole insurance covering property against the peril involved, whether collectible or REQUIREMENTS IN CASE LOSS OCCURS. The Insured shall give immediate written notice to this Company of any loss, protect the property from further damage, forthwith separate the damaged and undamaged personal property, it in the best possible order, furnish a complete inventory of the destroyed, damaged and undamaged property, showing detail quantities, costs, actual cash value and amount of loss claimed; and within sixty days after the loss, unless such time is extended in writing by this Company, the insured shall render to this Company a proof of loss, signed and sworn to by the insured, stating the knowledge and belief of the insured as the following: the time and origin of the loss, the interest of the insured and of all others in the property, the actual cash value each item thereof and the amount of loss thereto, all encumbrances thereon, all other contracts of insurance, whether valid or not, covering any of said property, any changes in the title use, occupation, location, possession or exposures of said property since the issuing of this policy, by whom and for what purpose any building herein described and the several part thereof were occupied at the time of loss and whether or not then stood on leased ground, and shall furnish a copy of all the descriptions and schedules in all policies and, if required, verified plans and specifications of any building, fixtures or machinery destroyed or damaged. The insured, as often as may be reason ably required, shall exhibit to any person designated by this Company all that remains of any property herein described, and submit to examinations under oath by any person named by this Company, and subscribe the same; and, as often as may be reasonably required, shall produce for examination all books of account, bills, invoices and other vouchers, or certified copies thereof it originals be lost, at such reasonable time and place as may be designated by this Company or its representative, and shall permit extracts and copies thereof to be made.
Pro Rata Liability. In the event that any Vornado Indemnified Person suffers any Vornado Loss and Expenses with respect to a claim for which indemnification is provided pursuant to this Section 8.2, the Escrow Units used to satisfy the indemnification obligations pursuant to this Section 8.2, shall be on a pro rata basis, based on each Contributing Partner’s proportionate interest in the number of Escrow Units originally deposited with the Escrow Agent (the “Pro Rata Share of Escrow Units”) as calculated pursuant to the Governing Documents.
Pro Rata Liability. In addition to the limitations set forth in Sections 7.1(a), (e), (g), (h) and (i), under no circumstances shall any Seller be liable for indemnification under Section 7.1(b) of this Agreement or otherwise for an amount in excess of such Seller’s Pro Rata Share of the lesser of (1) the Indemnity Cap or (2) with respect to any particular claim, the amount thereof for which an Indemnified Party is entitled to indemnification.
Pro Rata Liability. Notwithstanding anything contained herein to the contrary, in no case shall the individual liability for money Damages related to breaches of the representations, warranties and covenants in excess of the Ceiling herein exceed (i) 85% of such Damages, in the case of Xxxxxx, and (ii) 15% of such Damages, in the case of Xxxxxxx.
