Common use of Sharing of Liability Clause in Contracts

Sharing of Liability. Notwithstanding anything to the contrary herein, if, after the Closing, Rockpoint incurs costs, expenses, fees, damages and/or liability pursuant to this Agreement, including without limitation, Transfer Taxes (“Liability”), Maximus and Rockpoint shall share responsibility for all such Liability pro rata, according to their (or, in the case of Maximus, its Affiliate’s) respective distribution percentage under Sections 6.03(c), 6.03(d) and 6.03(e) of the Existing Company Operating Agreement, to the extent of the distributions deemed to have been made to the Existing Members pursuant to the definition of “Purchase Price” herein, and thereafter according to their respective Percentage Interest in the Company immediately prior to Closing. Maximus shall reimburse Rockpoint for Maximus’s share of Liability, as determined pursuant to the immediately preceding sentence, no later than three (3) Business Days after Rockpoint’s demand therefor. The provisions of this Section 10.26 shall survive the Closing without limitation.