Shared Liability means any of the following:
Shared Liability of a Spinco means any Liability from, relating to, arising out of, or derivative of any matter, claim or litigation, whether actual or potential, associated with any securities law litigation relating to any public disclosure (or absence of public disclosure) with respect to such Spinco’s Spun Business or the Spun Entities in such Spinco’s Corresponding Group made by IAC prior to the Effective Time, including the fees and expenses of outside counsel retained by IAC in connection with the defense and/or settlement of any such matter. For purposes of this definition, the phrase “securities law litigation” shall include claims alleging any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in alleged violation of the Securities Act, the Exchange Act or any similar state law and any claims premised on, related to or derivative of such alleged statements, omissions or violations, whether payable to any current, past or future holders of IAC securities or any Spinco securities, to any of the co-defendants in such action or to any Governmental Authority. Notwithstanding anything in Section 6.06 to the contrary, the amount of any Shared Liability shall be net of any insurance proceeds actually recovered by or on behalf of any member of any Group.
Shared Liability means any Liability (whether arising before, on or after the Distribution Date) of the parties hereto or their respective Subsidiaries which (i) arises from or relates to the management or conduct prior to the Effective Time of the businesses of Intelligroup and its Subsidiaries and (ii) is not a True Intelligroup Liability or a True SeraNova Liability. Shared Liabilities include, without limitation, Liabilities listed on Schedule 1.1 hereto.
Examples of Shared Liability in a sentence
The Managing Party shall promptly give notice to the Non-Managing Party regarding the substance of any settlement related discussions with respect to any Third-Party Claim that is a Shared Liability if (A) the Non-Managing Party is required to share in any significant aspect of the costs and expenses, proceeds or obligations resulting from such settlement or (B) the settlement can reasonably be expected to have a significant impact (financial or nonfinancial) on the Non-Managing Party.
The Managing Party shall be responsible for managing, and shall have the authority to manage, the defense and resolution (including, subject to Section 5.5(b)(iv), settlement) of a Shared Liability.
If it is determined or agreed that the Third-Party Claim is a Shared Liability, the Managing Party shall assume the defense of such Third-Party Claim as soon as reasonably practicable following such determination.
In determining which party shall be the Managing Party, the Allocation Committee shall consider as the primary factor in such a determination which party is subject to the greater financial, operational and reputational risk or exposure in connection with such Shared Liability, including the relative Applicable Proportions with respect to such Shared Liability.
Any amount owed in respect of any Shared Liability shall be remitted within 30 days after the party entitled to such amount provides an invoice (including reasonable supporting information with respect thereto) to the party owing such amount.
More Definitions of Shared Liability
Shared Liability means any Liability of U S WEST or any of its Subsidiaries (whether arising prior to, at or following the Separation Time) which (i) arises out of or is in connection with or otherwise relates to the management or conduct prior to the Separation Time of the businesses of U S WEST and its Subsidiaries and is not otherwise included in the definition of "New U S WEST Liabilities" or "MediaOne Liabilities" or allocated to one of the Groups pursuant to this Agreement or the Tax Sharing Agreement or (ii) arises out of any Transaction Suit, including, without limitation, the Liabilities listed in Section 1.1(i) of the Separation Disclosure Schedule, but excluding Transaction Costs.
Shared Liability means any Liability of any Buyer Indemnified Party or any Parent Indemnified Party relating to (a) the conduct of the business of Colt and its Subsidiaries prior to the Closing that cannot be attributed primarily to the conduct of the PLG Business or the Payless Business, (b) the costs to be shared in accordance with Section 1.6.2 of the Interim Agreement (whether incurred prior to or following the Closing) or (c) the authorization, approval and/or consummation of the transactions contemplated by the Merger Agreement, the Purchase Agreement or this Agreement (including any fees and expenses incurred by Colt and its Subsidiaries in connection therewith that are not satisfied at or prior to the Closing) except for any claims, obligations or liabilities created or incurred, directly or indirectly, as a result of or in relation to the Debt Financing (arising upon the closing of, or at any time after, the Debt Financing), including the grant or acquisition of any liens or secured claims pursuant to the Debt Financing, or any modification, extension, renewal or replacement thereof.
Shared Liability means (i) any Liability of the Company and its Subsidiaries, including without limitation a Liability arising under the Securities Laws, that (x) arises out of an act or omission that occurred prior to the Distribution Date, and (y) is not a Retained Liability, Printco Liability, Schoolco Liability, Techco Liability or Travelco Liability, and (ii) the Liabilities listed on Exhibit IV. By way of example and not of limitation, Shared Liabilities shall include: any Liability arising in connection with the Proxy, the 2001 Note Exchange Offer or Tender Offer (other than a liability relating to information supplied by a specific subsidiary of the Company); and any Liability relating to the operation of the Company's headquarters arising prior to the Distribution Date; and any other liability not relating to the business of any particular Retained Subsidiary or Distributed Company Subsidiary.
Shared Liability means any Liability including the Liabilities listed on Schedule 1.01(e) of The Hartford Affiliated Group or the HLI Affiliated Group (whether arising prior to, at or following the Closing Time) 15
Shared Liability means any Liability of the parties hereto or their respective Subsidiaries (whether arising prior to, at or following the Effective Time) which (i) arises out of or is in connection with or otherwise relates to the management or conduct prior to the Effective Time of the businesses of ITT and its Subsidiaries and (ii) is not a True ITT Industries Liability, True ITT Destinations Liability or True ITT Hartford Liability, including, without limitation, Shared Liabilities listed on Schedule 1.01(d) hereto.
Shared Liability means any Liability that is allocated, divided or otherwise split between RemainCo and SpinCo in accordance with this Agreement, including, without limitation, any Liability arising from or with respect to a Shared Claim. For the avoidance of doubt, Shared Liabilities shall not include any Liability that is allocated under this Agreement entirely to SpinCo and the SpinCo Entities, on the one hand, or entirely to RemainCo and the RemainCo Entities, on the other hand.
Shared Liability means any Liability of the parties hereto or their respective Subsidiaries (whether arising prior to, on or following the Distribution Date) (i) which is not a True Beverly Liability, True NBHI Liability or Capstone Liability or (ii) the responsibility for which is separately allocated between Beverly and NBHI in this Distribution Agreement or the Ancillary Agreements. Shared Liability includes, without limitation, the Shared Liabilities listed on Schedule 1.1(c) hereto.