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.

Related to Pro Rata Liability

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Pro Rata Allocation shall have the meaning set forth in Section 2.6(b)(i)(A).

  • Consolidated Group Pro Rata Share means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.