Split Losses Clause Samples
The Split Losses clause defines how financial losses are to be divided between the parties involved in an agreement. Typically, this clause specifies the proportion or method by which each party will bear a share of any losses that arise, such as through a fixed percentage split or based on each party's contribution to the loss. By clearly allocating responsibility for losses, the clause helps prevent disputes and ensures that both parties understand their potential financial exposure in the event of an adverse outcome.
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Split Losses. (a) Split Losses shall be divided amongst the Parties equally, unless such Losses are explicitly assessed against one party only, in which case that one party shall be solely responsible for such Losses and such Losses shall be subject to the indemnification provisions set forth in Article 11 of the Original Agreement.
(b) In the event that Sandoz has paid more than its share of Split Losses, Sandoz shall invoice RareGen, and RareGen shall pay to Sandoz, such amounts in excess of Sandoz’s share within [***] ([***]) days of its receipt of invoice.
(c) In the event that RareGen has paid more than its share of Split Losses, then RareGen shall invoice Sandoz, and Sandoz shall pay to RareGen, any such amounts in excess of RareGen’s share within [***] ([***]) days of its receipt of invoice.”
9. Sandoz hereby grants to RareGen the following limited waiver (the “Limited Waiver”) only if a Transaction (as defined below) closes on or prior to September 30, 2020:
a. ▇▇▇▇▇▇ waives its right to terminate for Change of Control in connection with the Transaction. For purposes of this Limited Waiver, “Transaction” means a transaction between RareGen and Liquidia Technologies, Inc. (“Liquidia”) that involves RareGen or any RareGen Affiliate acquiring an equity interest in Liquidia or its Affiliate and/or Liquidia or its Affiliate acquiring all or a portion of the equity interests in RareGen or any RareGen Affiliate. For clarity, any existing intellectual property owned or controlled by Liquidia prior to the Transaction, or any improvement, extension, or continuation thereof shall not be deemed RareGen Property for purposes of Section 8.1.1 of the Agreement.