Liability Percentage definition

Liability Percentage means, (x) prior to a Several Liability Event, one hundred percent (100%) and (y) during the continuance of a Several Liability Event, the “Liability Percentage” (as defined in the Guaranty or Ancillary Guaranty, as applicable) of the applicable Guarantor or Ancillary Guarantor. In no instance shall the Liability Percentage of all entities comprising a Guarantor or Ancillary Guarantor be permitted to be, in the aggregate, less than (or greater than) one hundred percent (100%).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Liability Percentage means, with respect to any Damages owing to any Buyer Indemnified Party(ies) hereunder, as of any date of determination, the percentage of such Damages for which such Equityholder is responsible pursuant to Section 12.03(f), Section 12.03(g) and Section 12.03(h), if any. For clarification, an Equityholder’s Liability Percentage may be zero (0) depending on (i) the type of Aggregate Acquisition Consideration received by such Equityholder (i.e., Preferred Payout or Stock Consideration) and (ii) the aggregate Damages suffered by the Buyer Indemnified Parties as of the date of determination.

Liability Percentage means the percentage as set out in Schedule 1, Part 4, Column 4;

Examples of Liability Percentage in a sentence

• Permit any Pension Plan to have a Funded Current Liability Percentage of less than 60 percent.

• Parent shall be responsible for the Parent Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities, regardless of where such Common Infrastructure Liabilities arose, or whether such Common Infrastructure Liabilities are asserted or determined prior to or after the date of this Agreement.

• The Funded Current Liability Percentage of each Single Employer Plan for the current plan year is at least eighty percent (80%).

• Without limiting the indemnification provisions of Article V, Agilent and Keysight shall each be responsible for its Contingent Liability Percentage with respect to any Corporate Contingent Liability.

• Xerox shall, and shall cause the applicable members of its Group to, be responsible for the Xerox Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities, regardless of where such Common Infrastructure Liabilities arose, or whether such Common Infrastructure Liabilities are asserted or determined prior to or after the date of this Agreement.

• Subject to the terms and conditions of this Agreement, effective as of the Distribution, Parent shall accept, assume and agree faithfully to perform, discharge and fulfill the Parent Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities in accordance with their respective terms.

• In furtherance of the foregoing, the party incurring such Corporate Contingent Liability shall be entitled to reimbursement by the other party (in an amount equal to such other party’s Contingent Liability Percentage) of any out-of-pocket costs and expenses related to, or arising out of, defending or managing any such Corporate Contingent Liability, from time to time and when invoiced, in advance of a final determination or resolution of any Third Party Claim related to a Corporate Contingent Liability.

• Subject to the terms and conditions of this Agreement, effective as of the Distribution, Xerox shall, and shall cause the applicable members of its Group to, accept, assume and agree faithfully to perform, discharge and fulfill the Xerox Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities in accordance with their respective terms.

• No later than three (3) Business Days prior to the date any Tax Return described in this Section 10.02(a) is filed, each Equityholder shall pay in immediately available funds to Buyer such Equityholder’s Liability Percentage of the amount of entity level Taxes required to be paid as reflected on such Tax Returns.

• The Parent Borrower, ARL, ARC and AIC each agrees to pay, severally in accordance with its respective Facility-wide Liability Percentage and not jointly, all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

More Definitions of Liability Percentage

Liability Percentage means, with respect to each Seller, the percentage set out opposite its name in column [***] of [***] and [***] of the Allocation Table (as applicable), the sum of which percentages shall always equal 100%;

Liability Percentage means, with respect to each Seller, the percentage of the relevant Seller Claim or the relevant Leakage Claim (as the case may be) that such Seller shall be liable for, determined, as at the date of such Seller Claim or Leakage Claim (as the case may be), as the proportion that the Individual Consideration of such Seller bears to the Consideration of all Sellers liable in respect of such Seller Claim or Leakage Claim. The Liability Percentage shall be conclusively determined by the Investor Sellers (acting reasonably) and shall be binding on all Parties. The sum of Liability Percentages of all Sellers in respect of such Seller Claim or Leakage Claim shall always be 100%. The Liability Percentage shall be zero for any Seller who is not liable in respect of such Seller Claim or Leakage Claim;

Liability Percentage means, with respect to a specified Seller, the percentage set out in column (G) of Schedule 1;

Liability Percentage means, as of a particular date, the quotient (expressed as a percentage) determined by dividing (i) the amount of Final Merger Consideration paid to such Selling Equityholder as of such date by (ii) the aggregate amount of Final Merger Consideration paid through such date.

Liability Percentage shall be defined as set forth in Section 6.2(c) of this Agreement.