Pro Rata Liability definition

Pro Rata Liability means the applicable Shareholder or Partner’s Allocable Portion multiplied by the amount of damages or liability caused by such claim or series of related claims and calculated separately for each such claim or series of related claims causing such damage or liability.
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Pro Rata Liability means for any indemnifiable claim, one-third multiplied by the amount of Losses and Expense arising from such claim.
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Pro Rata Liability has the meaning given in Section 20.15(a).
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Examples of Pro Rata Liability in a sentence

  • The following are the schedules attached to this Agreement: Schedule l(kk) — Indebtedness Amount Schedule l(aaa) — Management Shareholders Schedule l(hhh) — Non-Canadian Sellers Schedule (jjj) — Optionholders Schedule l(qqq) — Pro Rata Liability Share Schedule l(rrr) — Pro Rata Stock Share Schedule 2 — Escrow Agreement Schedule 2.

  • Each of the Sellers (including the members of the EdgeStone Group) shall bear its Pro Rata Liability Share of such loss, damage or deficiency.

  • For greater certainty, the assumption by the Sellers’ Representative of the responsibilities set out in this Section 15.22 does not make any Seller liable for more than their respective Pro Rata Liability Share of any claim by the Buyer Indemnified Parties.

  • For greater certainty, the assumption by the Management Representative of the responsibilities set out in this Section 15.23 does not make any of Management Sellers liable for more than their respective Pro Rata Liability Share of any claim by the Buyer Indemnified Parties.

  • Indemnification for such claims shall begin at the first dollar of such Damages and shall be capped at a maximum amount equal to the amount of Merger Consideration actually received by such Principal Shareholder and shall be recoverable against such Principal Shareholder in accordance with and subject to Section 8 of such Support Agreement including, without limitation, Section 8.4(b) (Order of Recovery) and Section 8.4(c) (Pro Rata Liability for Claims) of such Support Agreement.

  • After the receipt of Exchange Cash by Escrow Agent, upon any event requiring a delivery to FIND, or a withholding pursuant to the terms hereof, of Exchange Cash and Escrow Shares, the Escrow Agent shall, for each such delivery or withholding, deliver or withhold for each such Stockholder a pro rata percentage of the aggregate Exchange Cash and a pro rata percentage of the Escrow Shares equal to the Pro Rata Liability Percentage of such Stockholder.